These Master Service Terms ("Terms") govern services provided by Oren Strategic Advisors, LLC, a Florida limited liability company ("Oren"), to the person or entity purchasing or accepting services ("Client"). Client accepts these Terms by affirmatively agreeing through an electronic checkout or other acceptance flow that presents or links to them, or by accepting an Order that incorporates them. A person accepting for an entity represents authority to bind that entity. The version presented or linked when an Order is accepted governs that Order. Later versions apply only to Orders accepted on or after their stated effective date unless the parties expressly agree otherwise in writing.
Oren provides strategic advisory and related implementation support, including work involving artificial intelligence, machine learning, automation, workflow design, technology evaluation, training, and change management. Each engagement will be described in an "Order," which may be an electronic checkout or payment link, invoice, accepted proposal, order form, or Statement of Work, stating the principal services, fees, and expected schedule. The Order and these Terms form the agreement for that engagement.
Objectives, recommendations, tools, priorities, and timing may reasonably evolve as information is discovered and technology, subscriptions, implementation complexity, or Client priorities change. Non-material priorities may be adjusted by mutual written confirmation, including email; material changes to fees or committed deliverables require a revised Order or written change order. Unless an Order expressly identifies a committed deadline, dates, durations, and service windows are good-faith target timeframes, not guaranteed completion dates, including any approximately 30- or 90-day Launchpad timeframe. Business outcomes, savings, revenue, productivity, adoption, and similar results are objectives, not guarantees, unless an Order expressly states otherwise.
Client will timely provide accurate information, access, personnel, approvals, licenses, subscriptions, decisions, and participation reasonably required for the engagement. Client-caused delays reasonably extend affected schedules, and Oren is not in breach for resulting delay. Client is responsible for internal adoption, management support, policies, legal and regulatory compliance applicable to its business, and its personnel's use of recommended tools and workflows. Oren provides recommendations and professional judgment; Client retains final business decisions and will use appropriate human review before relying on AI-generated or automated outputs for actions that could materially affect people, finances, property, safety, legal rights, or regulatory obligations.
Client understands that AI and machine-learning systems may produce inaccurate, incomplete, biased, non-unique, or inconsistent outputs and may change as models, data, prompts, vendors, or configurations change. Client authorizes Oren to use third-party AI, cloud, SaaS, integration, and automation platforms reasonably selected by Oren without separate approval for each platform. Client determines what information Oren may access or use, what systems may process, transmit, or store it, and any restrictions Oren must follow. Oren will use reasonable professional care and safeguards appropriate to its role but is not responsible for third-party outages, defects, vendor changes or conduct, model behavior, security incidents not caused by Oren's breach, or other events outside Oren's reasonable control. Neither party is liable for delay or failure caused by events beyond its reasonable control, provided the affected party uses reasonable efforts to reduce the impact and resume performance. Unless an Order expressly states otherwise, Oren does not warrant that any AI or automation system will be error-free, uninterrupted, legally suitable for every use, or capable of a particular business result.
Unless an Order states otherwise, standalone services are invoiced 100% in advance and due upon receipt. Upon Client's acceptance and payment, 20% of the standalone engagement fee is earned and non-refundable for reserved capacity. Once Oren begins material engagement-specific work, the full standalone fee is earned and non-refundable except to the extent a refund is due for Oren's uncured material breach. Material engagement-specific work includes intake review, research, planning, client-specific analysis, tool or system configuration, or deliverable preparation; invoicing, scheduling, or folder creation alone does not constitute commencement.
Recurring services are invoiced monthly in advance and due Net 15. Unless an Order states otherwise, they continue month-to-month on 30 days' written notice. An Order may establish an initial minimum term; that commitment remains effective through the minimum term and then continues month-to-month. Client is responsible for taxes and third-party software, subscriptions, or vendor charges unless expressly included. Oren may suspend services immediately for nonpayment and resume after the account is current. No contractual late fee or interest applies solely because an invoice is overdue.
Each party will protect the other's nonpublic business, technical, financial, customer, personal, regulated, and highly sensitive information ("Confidential Information") using reasonable care and use or disclose it only as reasonably necessary for the engagement. Client is responsible for deciding what Confidential Information may be provided to Oren and what systems may process, transmit, or store it, obtaining required consents or authorizations, and communicating restrictions. Oren will use reasonable safeguards and comply with data-protection duties applicable to its role. Confidential Information excludes information that is public through no breach, already lawfully known, independently developed, or lawfully received from another source. Legally required disclosure is permitted after reasonable notice when lawful. These duties continue for three years after the applicable engagement ends; trade secrets remain protected while they continue to qualify as trade secrets under applicable law.
Each party retains intellectual property it owned or developed independently. After full payment, Client owns final client-specific deliverables, excluding Oren's reusable methods, templates, frameworks, prompts, workflows, know-how, and underlying materials ("Oren Materials"). Oren grants Client a perpetual, non-exclusive, royalty-free license to use Oren Materials embedded in final deliverables for Client's internal business purposes. For AI-generated or third-party material, Oren transfers only rights it may legally transfer and does not warrant uniqueness, exclusive ownership, or independent eligibility for intellectual-property protection; applicable third-party terms remain in effect. Oren will not use Client's name, logo, testimonial, or identifiable engagement details in marketing or case studies without prior approval documented electronically. Verbal approval is sufficient only if Client later confirms or acknowledges it electronically.
Oren will perform services professionally and with reasonable care consistent with the advisory nature of the services. Client must notify Oren within 10 business days after delivery of any material deficiency that does not conform to the applicable Order and allow a reasonable opportunity to correct or reperform the affected services at no additional professional-services charge. If Oren materially breaches an Order and cannot reasonably cure within the applicable cure period, Client may receive an appropriate refund of up to 100% of professional fees paid under that Order, taking into account the breach and value delivered. If the parties cannot agree on the refund, Section 7 applies. This remedy does not limit rights that cannot legally be limited.
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, revenue, business opportunity, or data loss to the extent indirect or consequential. Direct damages for data loss caused by a breach are not barred by that exclusion but remain subject to the applicable cap. Oren's aggregate liability for a standalone Order will not exceed professional fees paid or payable under that Order; for recurring services, it will not exceed professional fees paid for recurring services during the three months immediately preceding the event giving rise to the claim. These limits apply to confidentiality and data-security claims and do not apply to fraud, willful misconduct, or liability that cannot lawfully be limited.
Each party is responsible for third-party claims to the extent caused by its negligence, willful misconduct, violation of law, or materials, data, or instructions it supplies. Client is responsible for claims arising from deployment or use of recommendations, tools, outputs, or automations contrary to Oren's written guidance or without required Client review or approval.
Either party may terminate an Order without cause on 30 days' written notice unless the Order states otherwise. For recurring services with an initial minimum term, termination without cause will not take effect before that term ends unless the Order permits earlier termination; after the minimum term, services continue month-to-month on 30 days' written notice. The notice period remains fully billable, and any partial final month is prorated through the effective termination date unless the Order states otherwise. Either party may terminate for material breach not cured within 15 days after written notice.
If Client terminates a standalone engagement without cause before Oren begins material engagement-specific work, Oren will retain 20% of the fee as earned for reserved capacity and refund the remaining 80%. Once such work begins, the fee is fully earned and non-refundable for a Client termination without cause. These rules do not reduce any refund due for Oren's uncured material breach under Section 5. Upon termination, Oren will provide completed or usable work product for which Client has paid. Provisions that by their nature should survive, including payment, confidentiality, intellectual property, liability, and dispute provisions, survive termination.
Florida law governs these Terms. Before filing suit, the parties will attempt in good faith to resolve a dispute directly and, if unresolved, participate in nonbinding mediation in Duval County, Florida. Either party may seek temporary, preliminary, or other injunctive relief without first completing mediation when reasonably necessary to protect confidential information, intellectual property, data, systems, or other rights from immediate or irreparable harm. Exclusive venue for litigation is the state or federal courts located in Duval County, Florida. In litigation arising from these Terms or an Order, the party that substantially prevails is entitled to reasonable attorney's fees and costs, including on appeal.
Oren is an independent contractor, not Client's employee, agent, fiduciary, joint venturer, or legal, accounting, tax, investment, medical, or other regulated professional adviser unless expressly agreed in writing and legally permitted. Client should obtain specialized professional advice for matters outside Oren's agreed scope. Oren may use qualified subcontractors or independent contractors without separate Client approval, remains responsible for their work under these Terms, and will require anyone with access to Client Confidential Information to be bound by confidentiality obligations at least as protective as these Terms.
These Terms and each Order are the complete agreement concerning their subject matter. If an Order conflicts with these Terms, the Order controls only as to scope, schedule, fees, and provisions expressly stated to override these Terms. Amendments must be agreed in writing. Neither party may assign these Terms or an Order without the other's prior written consent, except Oren may assign them without consent in connection with a merger, reorganization, sale of Oren, or sale of substantially all assets related to the services. Notices may be delivered by email to the business contacts used for the engagement. Electronic acceptance and signatures are permitted. If any provision is unenforceable, it will be enforced to the maximum lawful extent and the remainder will continue.
Version 1.0 — Effective August 13, 2026