Terms of Service

1. Introduction

These Terms of Service (“Terms”) govern your access to and use of the website located at https://www.jerryjhudson.com (the “Website”) and services offered by Jerry J. Hudson (“Jerry J. Hudson,” “we,” “us,” or “our”).

By using the Website, submitting a form, purchasing services, or entering into an engagement with us, you agree to these Terms.

If you are using our Website or services on behalf of a company or other organization, you represent that you have authority to bind that organization to these Terms.

If you do not agree with these Terms, do not use the Website or services.

2. Services

Jerry J. Hudson provides professional services that may include:

• Support-operations consulting
• Escalation workflow assessments and audits
• AI readiness and workflow analysis
• AI-assisted workflow design
• Automation implementation
• Technical triage workflow design
• Knowledge-management automation
• Customer-communication workflow design
• Integration and orchestration services
• Workflow optimization
• AI governance recommendations
• Training and advisory services

Specific services, deliverables, schedules, fees, responsibilities, assumptions and acceptance criteria may be documented in a proposal, Statement of Work (“SOW”), order form or other written agreement.

If an applicable SOW conflicts with these Terms regarding a specific engagement, the SOW will control for that engagement to the extent of the conflict.

3. No Guaranteed Engagement

Submission of a scorecard, contact form, inquiry or booking request does not create a consulting relationship or require Jerry J. Hudson to accept an engagement.

We may decline work at our discretion, including when a proposed use presents unacceptable legal, security, privacy, ethical, or technical risks.

4. Client Responsibilities

When you engage Jerry J. Hudson, you agree to provide accurate and reasonably complete information required to perform the agreed services.

Depending on the engagement, your responsibilities may include:

• Providing timely access to relevant personnel
• Providing lawful access to required systems
• Identifying applicable security or compliance requirements
• Ensuring you have the right to provide data made available to us
• Reviewing and approving workflow designs
• Reviewing AI-generated recommendations where human review is required
• Maintaining appropriate backups
• Maintaining valid third-party licenses
• Completing testing and acceptance activities
• Making final business decisions
• Protecting credentials and access information

Delays or incomplete information provided by the client may affect delivery schedules.

5. Third-Party Platforms and Services

Our services may interact with third-party products, including help desks, CRMs, issue trackers, communication platforms, automation platforms, cloud services, APIs, and artificial intelligence providers.

Third-party products remain subject to their own terms, privacy policies, pricing, availability, usage limits and technical capabilities.

Unless expressly included in an SOW, third-party:

• Subscription fees
• Software licenses
• Hosting charges
• API charges
• AI-model usage
• Connector fees
• Vendor implementation fees
• Security assessments

are the client's responsibility.

We are not responsible for outages, pricing changes, discontinued functionality, model changes, API modifications, data loss events, or other acts or omissions of third-party providers outside our reasonable control.

6. Acceptable Use Policy

You may not use the Website, our deliverables or systems created through our services to:

• Violate applicable law or regulation
• Infringe intellectual-property rights
• Violate privacy, confidentiality or contractual rights
• Access systems or data without authorization
• Introduce malware or malicious code
• Circumvent security controls
• Misrepresent AI-generated information as verified fact where doing so may cause harm
• Conduct deceptive, fraudulent, or abusive activities
• Send unlawful unsolicited electronic communications
• Harvest personal information unlawfully
• Process data you do not have authority to process
• Facilitate discrimination or unlawful profiling
• Make prohibited or unlawful consequential decisions
• Impersonate another person without authorization
• Use automated systems to deliberately generate harmful or unlawful activity
• Interfere with the Website or associated infrastructure

You are responsible for ensuring that your use of any workflow or automation delivered by Jerry J. Hudson complies with the laws and industry requirements applicable to your organization.

7. Human Oversight

AI-assisted systems may produce recommendations, summaries, drafts, classifications, or other outputs.

Unless explicitly agreed otherwise, such outputs should not be treated as independently verified facts.

Clients remain responsible for determining the appropriate human review and approval requirements for their business.

Higher-risk actions may require human approval, including customer commitments, legal matters, security issues, billing or refund decisions, sensitive account changes, technical conclusions and other decisions identified in an SOW.

8. AI Accuracy and Service Disclaimers

Artificial-intelligence systems can make mistakes.

Outputs may be incomplete, inaccurate, outdated, misleading or inappropriate for a particular situation.

AI-generated root-cause hypotheses, classifications, priorities, summaries, recommendations, or communications should be reviewed in accordance with the controls established for the applicable workflow.

Jerry J. Hudson does not warrant that:

• AI output will always be accurate
• An automation will operate without interruption
• A third-party platform will remain available
• Every technical issue will be correctly classified
• Every escalation will be resolved
• Every workflow will achieve a particular KPI
• A client will obtain a particular financial or customer-retention result
• An AI system will identify every error, risk or exception

Past results and case studies illustrate prior experience only and are not guarantees of future performance.

9. Service Levels

Unless a written SOW states otherwise, services are provided on a commercially reasonable efforts basis.

No uptime, response time, resolution time, availability, or support-level commitment applies unless expressly documented in writing.

Routine maintenance, third-party outages, API limitations, force majeure events, and circumstances outside our reasonable control may affect system operation.

Any service-level commitment applicable to a specific engagement must be stated in the relevant SOW.

10. Professional Advice Disclaimer

Services provided by Jerry J. Hudson do not constitute legal, tax, accounting, cybersecurity certification, regulatory certification or other licensed professional advice unless expressly stated otherwise.

Clients should obtain appropriate professional advice regarding their specific legal, privacy, employment, security, regulatory and contractual obligations.

11. Fees and Payment

Fees are stated in the applicable proposal, SOW or invoice.

Unless otherwise stated:

• Prices are in United States dollars
• Applicable taxes are additional
• Third-party charges are additional
• Deposits and milestone payments are non-refundable once the associated work has begun
• Invoices are payable according to the stated payment terms

Late or unpaid amounts may result in suspension of work.

Additional or out-of-scope work requires written approval and may be priced as a fixed change order or at the applicable professional-services rate.

12. Changes in Scope

Requests outside the agreed scope may affect timing and fees.

Material changes may require a written change order identifying:

• Additional work
• Revised deliverables
• Revised fees
• Revised schedule
• Additional dependencies

We are not required to perform material out-of-scope work until the change has been agreed in writing.

13. Intellectual Property

14. Confidentiality

Each party may receive confidential business, technical or operational information from the other.

Unless authorized or required by law, each party agrees to use reasonable measures to protect such information and use it only for purposes related to the engagement.

Additional confidentiality obligations may be documented in an NDA or SOW.

15. Data and Security

Clients should provide only information reasonably necessary for the engagement.

Where client data is processed through third-party platforms or AI services, applicable data handling will depend on the agreed architecture and the provider's terms and settings.

Specific security requirements, data residency requirements, restricted data rules, and retention requirements should be identified before implementation.

16. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Website and services are provided “as is” and “as available.”

Except where expressly stated in writing, Jerry J. Hudson disclaims all warranties, representations and conditions, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

17. Limitation of Liability

To the maximum extent permitted by law, Jerry J. Hudson will not be liable for indirect, incidental, special, consequential, exemplary or punitive damages, including lost profit, lost revenue, lost business opportunity, lost goodwill or loss of data.

Except for liability that cannot legally be limited, Jerry J. Hudson's aggregate liability arising from a specific engagement will not exceed the total fees actually paid to Jerry J. Hudson under the applicable SOW giving rise to the claim.

Third-party platform outages, model behavior, API changes, and other external service failures are subject to the limitations outlined in these Terms.

18. Client Indemnity

To the extent permitted by law, you agree to indemnify and hold Jerry J. Hudson harmless from third-party claims arising from:

• Your unlawful use of deliverables
• Data you supplied without required authority
• Instructions requiring unlawful activity
• Your violation of third-party rights
• Material modifications you make to a delivered workflow without our involvement

This section does not apply to the extent our own wrongful conduct causes a claim.

19. Termination

Either party may terminate an engagement as provided in the applicable SOW.

Jerry J. Hudson may suspend or terminate services for:

• Material non-payment
• Material breach
• Unlawful use
• Security risk
• Abuse of systems or personnel

Amounts due for work already completed remain payable.

Sections intended by their nature to survive termination, including confidentiality, intellectual property, disclaimers, limitation of liability and payment obligations, will survive.

20. Website Content

Website content is provided for general informational purposes and may be updated without notice.

Nothing on the Website guarantees that a particular service, price, feature, or timeline will be available for every engagement.

21. Governing Law

Unless an applicable SOW states otherwise, these Terms are governed by the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflict-of-law rules.

The parties agree to the exclusive jurisdiction of the courts located in Ontario, subject to any different dispute-resolution arrangement stated in an applicable written agreement.

22. Changes to These Terms

We may update these Terms from time to time.

The revised version will be posted on the Website with an updated effective date.