1) Agreement to Terms

These Terms of Service (the “Terms”) form a binding agreement between Wazi Consulting, LLC (or the applicable Wazi entity, “Wazi,” “we,” “us,” or “our”) and the entity or person agreeing to these Terms (“Customer,” “you,” or “your”). By accessing or using Wazi’s website, client portal, or related services (collectively, the “Services”), you agree to these Terms and our Privacy Policy (incorporated by reference).

If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, do not use the Services.

2) Scope of Services

Wazi provides business reviews, goal roadmaps, calendarized action plans, KPI dashboards, and related advisory and implementation assistance. The Services may be delivered via our portal (powered in part by Softr), Airtable-backed workspaces, and integrated tools you authorize.

Specific deliverables, timelines, and fees may be described in an order form, proposal, or statement of work (“SOW”). In the event of conflict, the following order of precedence applies: (1) DPA (with respect to data processing), (2) SOW or order form, (3) these Terms, and (4) the Privacy Policy.

3) Key Definitions

• Client Content: data you (or users you authorize) submit to or through the Services, including business, operational, and financial information; files; KPIs; goals; tasks; and related metadata.

• Customer Information: account, billing, and contact details; website/portal usage data; device and cookie data.

• Outputs: reports, dashboards, recommendations, summaries, and other materials generated through the Services from Client Content and configuration.

• Authorized Users: individuals you permit to access the Services under your account.

Definitions here align with those in the Privacy Policy.

4) Account Registration & Security

You must maintain accurate account information and safeguard credentials. You are responsible for activities under your account and for your Authorized Users’ compliance with these Terms. Notify us promptly of any unauthorized use or security incident.

5) Your Rights; Ownership of Data

5.1 Client Content

You retain all right, title, and interest in and to Client Content. By submitting Client Content, you grant Wazi a worldwide, non‑exclusive, royalty‑free license to host, copy, process, transmit, display, and create derivative works from Client Content solely to: (a) provide, maintain, secure, and improve the Services; (b) fulfill your requests and SOWs; (c) prevent or address technical or security issues; and (d) as required by law.

We do not use Client Content to train generalized machine‑learning models without your instruction.

5.2 Outputs

Except for Wazi Background IP (see §6), Wazi assigns to you the rights in Outputs generated for you from your Client Content and configuration, subject to your payment and compliance with these Terms. Outputs may include templates or frameworks licensed to you for internal business purposes.

5.3 Aggregated/De‑identified Data

We may use information derived from Client Content and the Services in aggregated or de‑identified form for analytics, benchmarking, and service improvement, provided it does not identify you or your Authorized Users.

6) Wazi Intellectual Property

Wazi and its licensors own all rights in the Services, software, designs, workflows, templates, methods, know‑how, and trademarks. Except for the limited rights expressly granted, no licenses are given. You will not reverse engineer or create derivative works of the Services.

Feedback you choose to provide may be used by Wazi without restriction.

7) Acceptable Use

You will not (and will not permit others to):

• misuse the Services; upload unlawful, infringing, or harmful content; or violate third‑party rights;

• attempt to probe, scan, or test the vulnerability of systems without authorization;

• interfere with or disrupt the Services or others’ use (e.g., by overloading, spamming, or distributing malware);

• use the Services for high‑risk activities where failure could lead to death, personal injury, or severe environmental or property damage;

• misrepresent your affiliation or mask the origin of data; or

• use the Services in violation of applicable law or these Terms.

We may suspend access for violations to protect the Services or third parties, with notice where practicable.

8) Third‑Party Services & Integrations

The Services may enable integrations you elect to connect (e.g., Google, Microsoft, calendars, drives, CRMs). You are responsible for enabling, configuring, and managing these integrations and authorizing data flows.

Wazi also relies on trusted vendors to operate the Services, including Airtable (Formagrid, Inc.) for structured data and Softr Platforms GmbH for website/portal delivery (see Privacy Policy §7 & §21). Third‑party terms may apply. Wazi is not responsible for third‑party services we do not control.

9) Privacy & Data Protection

Our Privacy Policy explains what we collect, how we use it, and your rights. For processing of Client Content, Wazi acts as a processor and processes data only per your instructions to deliver the Services, maintain security and reliability, comply with law, and protect rights (see Privacy Policy §§6–8, 10–13). A Data Processing Addendum (DPA) is available upon request and, once executed, forms part of these Terms.

We implement administrative, technical, and physical safeguards appropriate to the sensitivity of data (see Privacy Policy §9). You are responsible for maintaining your own appropriate security (e.g., user access management, endpoint protection) and lawful basis for submitting Client Content.

10) Fees, Billing & Taxes

Fees and billing terms are set out in the applicable order form/SOW. Unless stated otherwise: (a) fees are non‑cancelable and non‑refundable; (b) invoices are due within 30 days; (c) late payments may bear 1.5% monthly interest (or the maximum allowed by law) and collection costs; (d) fees are exclusive of taxes. You are responsible for all sales, use, VAT/GST, and similar taxes, excluding Wazi’s income taxes.

We may suspend the Services for overdue amounts after reasonable notice.

11) Term; Termination

These Terms begin when you first use the Services and continue until terminated. Either party may terminate for convenience at the end of a then‑current subscription/SOW term by giving the notice specified in the order form (or 30 days if not specified). Either party may terminate for material breach if the breach is not cured within 30 days of notice.

Effect of termination. Upon termination or expiration: (a) your right to access the Services ends; (b) we will retain Client Content for 30–90 days to allow export (unless you instruct earlier deletion); and (c) thereafter we will delete or de‑identify Client Content from active systems, subject to back‑up retention and legal obligations (see Privacy Policy §10). Outstanding payment obligations survive.

12) Service Changes; Beta Features

We may improve or modify the Services, provided we do not materially reduce core functionality during a paid term without comparable alternatives. We may offer alpha/beta or free trial features at our discretion. Such features are provided “as is” without warranties and may be modified or withdrawn at any time.

13) No Professional Advice

The Services and Outputs may include strategic recommendations or estimates. Wazi does not provide legal, tax, accounting, investment, or regulatory advice. You are responsible for independent decisions and compliance obligations.

14) Warranties & Disclaimers

Wazi warrants that it will provide the Services in a professional and workmanlike manner. Except as expressly stated, the services and outputs are provided “as is” and “as available.” Wazi and its suppliers disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, title, and non‑infringement. We do not warrant that the Services will be uninterrupted or error‑free.

15) Indemnification

15.1 By Wazi (IP Infringement)

Wazi will defend and indemnify you against third‑party claims alleging that the Services (as provided by Wazi) directly infringe a valid intellectual‑property right, and will pay damages and reasonable attorneys’ fees finally awarded, provided you: (a) promptly notify us; (b) give us sole control of the defense and settlement; and (c) provide reasonable assistance. If a claim arises, we may procure rights, replace/modify the Services, or terminate the affected portion and refund prepaid fees for the remaining term. This §15.1 does not apply to claims based on Client Content, third‑party services, combinations not provided by Wazi, or use contrary to documentation.

15.2 By Customer

You will defend and indemnify Wazi against third‑party claims arising from: (a) Client Content or your use of the Services in violation of law or these Terms; (b) alleged or actual infringement or misappropriation by Client Content; or (c) integrations you enable, except to the extent caused by Wazi’s willful misconduct.

16) Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, revenue, or data, even if advised of the possibility.

Except for: (i) your payment obligations; (ii) breach of confidentiality or data‑security obligations; (iii) your indemnity obligations; or (iv) infringement of wazi ip, each party’s total liability arising out of or related to the services is limited to the amounts paid or payable by you to wazi for the services during the 12 months before the event giving rise to liability (or $5,000, whichever is greater).

Some jurisdictions do not allow certain limitations; in that case, the limitations apply to the fullest extent permitted by law.

17) Confidentiality

Each party may access Confidential Information of the other (non‑public information identified as confidential or reasonably understood to be confidential, including Client Content). The receiving party will use it only to fulfill these Terms, protect it with reasonable care, and not disclose it except to personnel and vendors who need to know and are bound by confidentiality obligations. Exclusions: information that is public, already known without duty, independently developed, or rightfully received from a third party. Compelled disclosures are permitted with notice if legally allowed.

18) Security; Incidents

We employ administrative, technical, and physical safeguards as described in the Privacy Policy §9. If we become aware of a security incident affecting your Client Content, we will notify you consistent with applicable law and our DPA.

19) Publicity

We may use your name and logo to identify you as a customer on our website and in marketing materials. You may opt out by notifying us at any time. We will not disclose Confidential Information without consent.

20) Compliance

You will comply with applicable laws, including export controls, anti‑corruption, and economic sanctions. You represent that you are not barred from using the Services under applicable law.

21) Dispute Resolution; Governing Law

These Terms are governed by the laws of Texas, USA, without regard to conflicts of law. Any dispute will be brought exclusively in the state or federal courts located in Dallas, Texas, and the parties consent to personal jurisdiction there.

Optional arbitration clause. If you prefer binding arbitration and class‑action waiver, we can include an arbitration addendum.

22) Changes to Terms

We may update these Terms from time to time. We will post the updated version with a new “Last updated” date and, where required, provide notice. Your continued use of the Services after changes become effective constitutes acceptance. If you do not agree, discontinue use.

23) Notices

Notices to Wazi must be sent to wazi@wazibp.com. Notices to you may be sent to the admin email on your account or displayed in the Service.

24) Assignment; Subprocessors; Force Majeure

Neither party may assign these Terms without the other’s consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all assets, with notice. Wazi may use subprocessors (see Privacy Policy §7, §21) and will remain responsible for their performance. Neither party is liable for delays or failures due to events beyond reasonable control (Force Majeure).

25) Miscellaneous

These Terms (plus any DPA and SOW/order form) are the entire agreement and supersede prior understandings. If any provision is unenforceable, the remainder stays in effect. No waiver is effective unless in writing. Nothing creates an agency, partnership, or joint venture. There are no third‑party beneficiaries.

26) Contact

Questions about these Terms: wazi@wazibp.com