Terms of Service

These Terms of Service ("Terms") govern your use of prometheusconsulting.ai (the "Site") and any consulting, advisory, or development services ("Services") provided by Prometheus Consulting, LLC ("Prometheus Consulting," "we," "us"). By using the Site or engaging us for Services, you agree to these Terms.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

1. Description of Services

We provide AI consulting, custom software development, workflow automation, revenue optimization, and compliance-aware go-to-market services on a project, retainer, or advisory basis. Specific scope, deliverables, timelines, fees, and acceptance criteria for any engagement will be described in a separate written statement of work ("SOW"), master services agreement, or order form signed by both parties. These Terms govern your general use of the Site; in the event of a conflict between these Terms and an executed SOW, the SOW controls.

2. Eligibility and authorized use

The Site and Services are intended for business use by individuals 18 years or older with the authority to engage consulting services. By using the Site, you confirm that you meet these requirements.

You agree to:

• Provide accurate, current, and complete information
• Use the Site and Services only for lawful purposes
• Not attempt to interfere with, disrupt, or compromise the security of the Site
• Not use automated systems to scrape, harvest, or extract content from the Site at a rate that disrupts ordinary use
• Not impersonate any person or entity, or misrepresent your affiliation with any person or entity

3. Intellectual property

All content on the Site — including text, design, code, graphics, logos, and structured data — is owned by Prometheus Consulting or its licensors and is protected by United States and international copyright, trademark, and other intellectual property laws. Nothing on the Site grants you a license to reproduce, distribute, modify, or create derivative works except as expressly authorized in writing or as fair use under applicable law.

Deliverables under a paid engagement: Ownership and license terms for code, designs, documents, and other deliverables are governed by the applicable SOW. Unless the SOW says otherwise, you receive a perpetual, worldwide, non-exclusive license to use the deliverables for your internal business purposes; Prometheus Consulting retains ownership of underlying methods, tools, and reusable components.

4. Confidentiality

Information shared in connection with a prospective or active engagement is presumed confidential. Both parties agree to protect the other's confidential information using reasonable measures and not to disclose it to third parties without consent, except as required by law. Specific confidentiality terms — including any NDA — will be set in the engagement's SOW or a separate signed NDA.

5. Fees and payment

Fees, payment terms, and invoicing cadence are set in the applicable SOW. Standard payment terms are net 14 from invoice date unless otherwise agreed. Late payments accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. We may pause work on past-due accounts after providing reasonable notice.

6. Disclaimers

The Site is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, or course of dealing. We do not warrant that the Site will be uninterrupted, error-free, or free of harmful components.

Services delivered under a SOW are subject to the express warranties (if any) in that SOW. Recommendations and deliverables provided as part of a consulting engagement reflect our professional judgment but do not guarantee any specific business outcome.

7. Limitation of liability

To the maximum extent permitted by law:

• Prometheus Consulting's total liability arising out of or related to the Site or any Services (whether in contract, tort, statute, or otherwise) is capped at the fees you paid us during the 12-month period preceding the event giving rise to the claim, or, if no fees were paid, USD $100.
• In no event will either party be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, revenues, or business opportunities, even if advised of the possibility of such damages.
• These limitations apply regardless of the failure of any limited remedy of its essential purpose.

Some jurisdictions do not allow exclusions or limitations of certain damages; in those jurisdictions, our liability is limited to the maximum extent permitted by law.

8. Indemnification

You agree to indemnify, defend, and hold harmless Prometheus Consulting and its officers, employees, and contractors from any third-party claims, damages, costs, and expenses (including reasonable attorneys' fees) arising out of: (a) your breach of these Terms or any SOW; (b) your misuse of the Site or Services; (c) your violation of any law or the rights of any third party; or (d) any content or information you provide to us that infringes a third-party right.

9. Termination

Use of the Site may be terminated by you at any time by ceasing use. We may suspend or terminate access to the Site if we reasonably believe you have violated these Terms or applicable law, with or without notice. Termination of any engagement under a SOW is governed by that SOW. Sections of these Terms that by their nature should survive termination (including IP, confidentiality, disclaimers, limitation of liability, indemnification, and governing law) will survive.

10. Governing law

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

11. Dispute resolution

Before filing any lawsuit, the parties agree to attempt good-faith negotiation by sending written notice to josh@prometheusconsulting.ai describing the issue and the desired resolution. If the parties cannot resolve the dispute within 30 days, either party may proceed to mediation administered by JAMS or the American Arbitration Association at a mutually-agreed location (in-person, virtual, or by written submission) before initiating litigation. Nothing in this section prevents either party from seeking injunctive relief to protect intellectual property rights in any court of competent jurisdiction.

12. Changes to these Terms

We may revise these Terms from time to time. The "Last updated" date at the top of this page reflects the most recent revision. Continued use of the Site after the revision date constitutes acceptance of the revised Terms. Material changes will be communicated via the same email address you provided, if any.

13. Miscellaneous

Severability. If any provision of these Terms is held to be unenforceable, the remaining provisions will continue in full force and effect.

No waiver. Failure to enforce any provision of these Terms is not a waiver of that provision.

Assignment. You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.

Entire agreement. These Terms, together with any executed SOW and the Privacy Policy, constitute the entire agreement between you and Prometheus Consulting regarding the Site and supersede any prior agreements regarding the same subject matter.

Notices. Email notices to josh@prometheusconsulting.ai and physical-mail notices to our registered service-of-process address: Prometheus Consulting, LLC, 777 N Jefferson St, Ste 408 #832, Milwaukee, WI 53202, United States.

14. Contact

Questions about these Terms? Email josh@prometheusconsulting.ai.