Terms of Service

1.Acceptance of These Terms

By using the Site, submitting a form or booking a call through it, requesting a proposal, signing or approving an Engagement Confirmation, paying an invoice, or attending or permitting your personnel to attend a session we deliver, you accept these Terms and agree to be bound by them. If you do not agree, do not use the Site and do not engage our services.

These Terms incorporate our Privacy Policy by reference. Where an Engagement Confirmation signed by both parties conflicts with these Terms, the Engagement Confirmation governs for that engagement only, and only as to the specific conflict.

2.Definitions

3.Who These Terms Bind

3.1 You bind your organization. If you accept these Terms, sign an Engagement Confirmation, or engage us on behalf of an organization, you represent and warrant that you are at least eighteen (18) years old, that you have full authority to bind that organization, and that “you” in these Terms means both you personally and that organization.

3.2 You are responsible for your Participants. The Client is responsible for the acts and omissions of its Participants in connection with the Services as if they were its own, including compliance with Sections 10, 14, 16, and 17. You will make these Terms, or their substance, available to any Participant before they attend.

3.3 Individuals. Where you engage us as an individual rather than on behalf of an organization, these Terms apply to you directly and references to the Client mean you.

3.4 Adults only. The Services are intended for adults. We do not knowingly deliver to, or collect information from, anyone under eighteen (18) years of age.

4.Description of the Services

4.1 What we do. We provide AI education and adoption consulting for corporate teams, executives, and ministry and nonprofit leaders. Depending on what your Engagement Confirmation describes, that may include executive leadership training, group sessions, live team workshops, seminars, readiness assessments, curriculum design, and advisory support.

4.2 Scope is set by the Engagement Confirmation. The specific format, duration, dates, location, participant count, deliverables, and fees for any engagement are set out in the Engagement Confirmation for that engagement. Anything not described there is out of scope. Pricing, program descriptions, and session outlines published on the Site are indicative and do not constitute an offer.

4.3 We may adjust delivery. We may update, improve, reorder, or substitute curriculum modules, exercises, tools demonstrated, and instructional materials at any time, provided the engagement continues to meet the objectives described in the Engagement Confirmation.

4.4 Instructors. We may deliver the Services through employees, contractors, or associate facilitators. We remain responsible to you for the Services regardless of who delivers them, and we may substitute a comparably qualified facilitator where necessary.

4.5 Minimums and formats. Certain formats carry minimum participant counts, published on the Site or stated in the Engagement Confirmation. Where a minimum is not met, we may adjust the format, the date, or the fee by agreement with you.

4.6 We are not your professional adviser. The Services are educational and advisory in nature. Nothing we deliver is legal, tax, accounting, financial, employment, regulatory, insurance, medical, or pastoral advice, and no facilitator is acting as your professional adviser. See Sections 8 and 21.

5.Engagements, Scheduling & Rescheduling

5.1 A date is held when it is confirmed. A session date is reserved for you when we confirm it in writing and any amount required to reserve it under the Engagement Confirmation has been paid. Until then, dates discussed on a call or by email are provisional and may be offered to another client.

5.2 Rescheduling. Either party may propose a new date. We will make reasonable efforts to accommodate a reschedule request, subject to facilitator availability. Rescheduling terms, including any notice period and any fee, are as stated in the Engagement Confirmation.

5.3 Cancellation. Cancellation terms are as stated in the Engagement Confirmation. Amounts already accrued for work performed, materials prepared, and non-recoverable third-party costs incurred before the cancellation remain payable.

5.4 If we cannot deliver. If we are unable to deliver a confirmed session, we will tell you as soon as we reasonably can and will offer a substitute facilitator, a rescheduled date, or an equivalent virtual delivery. Section 26 applies to events outside our reasonable control.

5.5 On-site delivery. Where a session is delivered at your premises or a venue you arrange, you are responsible for the venue, room setup, seating, power, screen or projection, internet access sufficient for live AI tool demonstrations, and any catering. Travel, accommodation, and related expenses are handled as stated in the Engagement Confirmation.

5.6 Virtual delivery. Where a session is delivered virtually, Participants are responsible for their own device, connection, camera, microphone, and any accounts needed to follow along with the exercises.

6.Client Responsibilities

The quality of a training or consulting engagement depends heavily on what the Client provides. You agree to:

• give us timely, accurate, and complete information about your organization, your objectives, and your current use of AI, and tell us promptly if any of it changes;
• provide access to the people, systems, and context we reasonably need to deliver the engagement;
• make sure the person approving the engagement has authority to do so and that internal approvals are in place;
• confirm the participant list and any accessibility requirements in advance;
• make your own decisions about your policies, tools, vendors, staffing, and governance — we inform those decisions, we do not make them for you;
• obtain your own legal, regulatory, HR, and compliance review before adopting any policy, tool, workflow, or practice discussed in an engagement; and
• tell us in advance of any regulatory, contractual, confidentiality, or denominational constraint that affects what we may discuss, demonstrate, or record.

Where a delay or failure to deliver is caused by your failure to meet these responsibilities, we are not in breach, and any resulting rescheduling or additional cost is handled under the Engagement Confirmation.

7.Fees, Invoicing & Payment

7.1 Fees. Fees are as stated in the Engagement Confirmation. Rates published on the Site are per participant or per engagement as indicated, are subject to any stated minimums, and may change at any time. A published rate applies to your engagement only once it is captured in an Engagement Confirmation.

7.2 Discounts. Where a group, ministry, nonprofit, early-bird, or pilot rate is offered, the eligibility conditions are as published or as stated in the Engagement Confirmation. Discounts do not stack; the best single available rate applies. We may ask for reasonable evidence of eligibility for a ministry or nonprofit rate.

7.3 Invoicing and due dates. Invoices are payable in United States dollars by the due date stated on the invoice. Where an engagement is invoiced in instalments, each instalment is due on its stated date whether or not the sessions it relates to have been delivered.

7.4 Late payment and suspension. Amounts not paid when due may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, from the due date until paid. We may suspend delivery, withhold materials, and decline to confirm further dates while an invoice is past due, and you remain liable for amounts owed. You will reimburse our reasonable costs of collection, including reasonable attorneys' fees.

7.5 Taxes. Fees are exclusive of sales, use, excise, VAT, and similar taxes. You are responsible for those taxes other than taxes on our net income. Where you are exempt, you will provide a valid exemption certificate before invoicing.

7.6 Expenses. Travel, accommodation, venue, printing, and other pass-through costs are billable only where the Engagement Confirmation says so, and we will provide reasonable supporting documentation.

7.7 Payment processing. Card and bank payments are handled by a third-party payment processor under its own terms and privacy policy. We do not collect or store full payment card or bank account numbers.

7.8 Disputes and chargebacks. If you believe an invoice is incorrect, tell us in writing within fifteen (15) days of the invoice date and we will work with you in good faith to resolve it. You agree not to initiate a chargeback or payment reversal without first raising the issue with us and allowing a reasonable opportunity to resolve it. Initiating a chargeback in breach of this Section is a material breach of these Terms.

7.9 No set-off. You will pay all amounts due without set-off, deduction, or withholding, except as required by law.

8.No Guarantee of Results

8.1 Outcomes depend on you. What an organization gets out of AI training and adoption work depends on its leadership, culture, existing systems, data, staffing, budget, follow-through, and the choices it makes after the engagement ends — none of which we control.

8.2 Case studies. Case studies and client results published by us describe specific engagements and are not typical, average, or expected results.

8.3 You decide, and you own the decision. We may recommend approaches, tools, frameworks, policies, or governance structures. Every decision to adopt one is yours. You are responsible for reviewing any recommendation against your own legal, regulatory, contractual, security, employment, and ethical obligations before acting on it, and we are not liable for a decision you make or an action you take on the basis of the Services. See Sections 21 and 22.

8.4 No professional advice. Nothing in the Services is legal, tax, accounting, financial, employment, regulatory, insurance, medical, or pastoral advice. Engage a qualified professional in the relevant field.

9.Proprietary Content & Your License

9.1 We own the Program Materials. The Program Materials and the Method, and all copyright, trademark, trade secret, and other intellectual property rights in them, are and remain the exclusive property of Flourish AI LLC or its licensors. Nothing in these Terms transfers ownership of any Program Material to you. Engaging us buys delivery and instruction; it does not buy the curriculum.

9.2 Your license. Subject to your compliance with these Terms and payment of all amounts due, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Program Materials provided to you for your organization's own internal business, training, and ministry purposes, by your Participants, for the access period stated in the Engagement Confirmation or, if none is stated, for as long as the materials remain available to you.

9.4 Deliverables prepared for you. Where an Engagement Confirmation identifies a deliverable as work product prepared specifically for you — for example a tailored adoption roadmap, a policy outline, or an assessment report — you own that deliverable on payment in full. That ownership does not extend to the underlying Program Materials, the Method, or any pre-existing or generally applicable framework, template, or know-how used to produce it, all of which remain ours and are licensed to you under Section 9.2.

9.5 Feedback. If you give us suggestions or feedback about the Services, we may use them without restriction and without obligation to you.

9.6 Trademarks. “Flourish,” the Flourish logo, “Grow With AI. Lead With Purpose.,” and the CRAFT Cycle are our marks. You may not use them without our prior written permission, except to accurately identify us as your training provider.

9.7 Reservation. All rights not expressly granted in Section 9.2 are reserved. No license is granted by implication, estoppel, or otherwise.

10.Restrictions on Use

You agree that you will not, and will not permit any Participant or other person to:

• share, sell, rent, lend, publish, or otherwise give access to the Program Materials, session links, or any account credentials to any person outside your organization;
• record, screen-capture, stream, transcribe for redistribution, or otherwise capture any session, other than by using recordings we provide;
• copy, reproduce, republish, post, upload, mirror, or distribute any Program Material, in whole or in part, on any website, social platform, file-sharing service, messaging group, shared drive, forum, marketplace, or network accessible outside your organization;
• sell, license, sublicense, syndicate, or commercially exploit any Program Material;
• use the Program Materials, the Method, our curriculum, frameworks, prompt libraries, templates, rubrics, or assessments to create, deliver, market, or sell a competing training program, workshop, cohort, seminar, consulting offering, membership, or certification, whether internally as a repackaged offering to third parties or externally;
• use any Program Material to train, fine-tune, or evaluate a machine learning model, or submit it to any AI system for that purpose;
• scrape, crawl, harvest, or use automated means to extract Program Materials or Site content;
• reverse engineer, decompile, or attempt to derive the source of any tool, template, or automation we provide, except to the extent that restriction is prohibited by law;
• remove, obscure, or alter any copyright, trademark, watermark, attribution, or proprietary notice; or
• misrepresent your relationship with us, or hold your organization or any person out as certified, accredited, licensed, or authorized by us where they are not.

Program Materials may carry identifying markers. A breach of this Section is grounds for immediate suspension or termination under Section 20, in addition to any other remedy available to us.

11.Confidentiality

11.1 Your confidential information. In the course of an engagement we will usually learn things about your organization that are not public — strategy, staffing, internal processes, systems, vendor relationships, pricing, financial information, governance concerns, membership or congregational matters, and candid discussion from your leaders in the room. We treat all of it as Client Confidential Information. We will use it only to deliver the Services, will not disclose it to any third party except to our personnel and contractors who need it to deliver the engagement and who are bound by equivalent obligations, and will protect it with at least reasonable care.

11.2 What happens in the room. Candid discussion is what makes a leadership session useful. We will not attribute or repeat a named individual's contribution outside the engagement. We ask that you and your Participants extend the same to each other.

11.3 Our confidential information. The Program Materials, the Method, unreleased curriculum, prompt libraries, rubrics, assessments, non-public pricing, and our internal processes are our confidential information and trade secrets. You will not disclose them outside your organization and will use them only as permitted by Section 9.

11.4 Case studies and references. We will not name your organization, describe your engagement, quote you, or use your logo in our marketing, case studies, or client list without your prior written permission, which you may withdraw at any time as to new materials. We may describe engagements in general, anonymized, non-identifying terms — for example “a regional healthcare provider” — without permission.

11.5 Aggregated and anonymized insight. We may use anonymized, aggregated observations across engagements — for example how frequently a category of question arises — to improve our curriculum, provided the result does not identify you and does not reveal any Client Confidential Information.

11.6 Exceptions. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known without restriction, is independently developed without use of the other party's information, or is rightfully received from a third party without restriction. Either party may disclose where required by law, subpoena, or legal process, after giving reasonable advance notice where legally permitted.

11.7 Survival. These obligations survive termination for three (3) years, and indefinitely for trade secrets and for information that is protected health information, personnel information, or otherwise subject to a longer statutory obligation.

11.8 Separate agreements. Where the parties sign a separate mutual non-disclosure agreement, that agreement governs confidentiality for the engagement to the extent it conflicts with this Section.

12.Your Materials & AI-Generated Outputs

12.1 You own what you make. As between you and us, you retain whatever rights you hold in the prompts, documents, workflows, policies, and AI outputs your people create during or after an engagement. We claim no ownership of them.

12.2 License to us for delivery. Where a Participant shares something in a session for discussion or feedback — a prompt, a draft, an exercise output, a workflow — you grant us a non-exclusive, royalty-free license to view, discuss, annotate, and reproduce it for the purpose of delivering the engagement. That license ends when the engagement ends, except for material retained in a session recording under Section 14.

12.3 Legal status of AI-generated material. We make no representation or warranty that any AI-generated text, image, analysis, or other output is accurate, original, protectable by copyright, registrable, free of third-party rights, or fit for any particular use. The law on authorship, ownership, disclosure, and infringement of AI-generated material is unsettled, continues to develop, and differs between jurisdictions. Nothing in the Services is legal advice. Before your organization relies on, publishes, or commercially deploys AI-generated material, you are responsible for obtaining your own legal advice.

12.4 Verification is your responsibility. AI tools produce confident output that is sometimes wrong. You are responsible for verifying the accuracy of any AI output before your organization relies on it, and for not entering confidential, personal, regulated, or client information into an AI Tool that is not approved for it under your own policies.

12.5 Clearance. You are solely responsible for ensuring that anything your organization produces, publishes, or deploys does not infringe any copyright, trademark, trade dress, right of publicity, or privacy right, and complies with all advertising, labelling, disclosure, and AI-disclosure laws that apply to it.

13.Third-Party AI Tools & Platforms

13.1 We are independent of the tools we teach. The Services reference, demonstrate, and sometimes recommend third-party AI Tools. We are not affiliated with, endorsed by, sponsored by, or acting as an agent or reseller of any of them unless expressly stated. Your use of any AI Tool is a direct relationship between your organization and that provider, governed by that provider's terms, acceptable use policy, content policy, data processing terms, and privacy policy, which you are responsible for reviewing.

13.2 Costs are yours. Unless the Engagement Confirmation says otherwise, subscriptions, seats, credits, plan upgrades, storage, integrations, and any other cost of using an AI Tool are your responsibility and are not included in our fees.

13.3 Tools change. AI Tools change models, pricing, capabilities, data-handling practices, content restrictions, enterprise terms, and availability frequently and without notice, and may be discontinued entirely. We are not responsible for any such change, for any resulting loss of capability or cost, or for any account restriction, suspension, or ban imposed on you by a provider.

13.4 Enterprise and data terms vary. Whether a provider trains on your inputs, where it stores data, and what security and retention commitments it offers depend on the plan tier and contract your organization holds. You are responsible for confirming those terms with each provider before your people put organizational information into a tool. A demonstration in a session is not a statement that a tool is approved for your data.

13.5 Prohibited use. You agree that neither you nor any Participant will use any AI Tool, in connection with the Services, to produce, request, or share:

• any sexual or sexualised depiction of a minor, or any content that sexualises a person who appears to be a minor;
• intimate or sexual imagery of any real person created or shared without that person's consent;
• content depicting a real, identifiable person saying or doing something they did not say or do, where it is intended to deceive, defraud, defame, harass, or impersonate;
• content that infringes a third party's intellectual property or right of publicity;
• content promoting violence, self-harm, terrorism, or unlawful discrimination or harassment; or
• any content prohibited by the applicable AI Tool's own content policy or by law.

Breach of this Section 13.5 is a material breach and grounds for immediate termination under Section 20, and we may report unlawful content to the relevant platform or authority.

14.Sessions, Recordings & Likeness

14.1 Sessions are recorded. Sessions are recorded so that Participants who cannot attend can catch up and so the material stays available to your organization. By attending, a Participant acknowledges and consents to the recording of the session, which may capture video, voice, display name, chat messages, questions, and anything shared on screen.

14.2 You will tell your Participants. The Client is responsible for informing its Participants in advance that sessions are recorded and for obtaining any consent required under applicable law or under its own policies or collective agreements. Several states require the consent of all parties to record a conversation.

14.3 Participants control how much of them is captured. Participation on camera is optional. A Participant may keep their camera off, stay muted, use a first name or display name, and ask questions in writing. If a Participant would prefer their contribution not be retained, tell us during or promptly after the session and we will edit it out of the retained copy where technically practicable.

14.4 How recordings are used. Recordings are made available to your organization for the access period in the Engagement Confirmation. We may retain a copy for our own records and, where the recording does not contain Client Confidential Information or identifiable Participants, may reuse general instructional segments as Program Materials. We will not use any recording, image, name, voice, or quotation that identifies your organization or an individual Participant in our public marketing without separate written permission under Section 11.4.

14.5 Recordings are Program Materials. Recordings we provide are subject to Sections 9 and 10 in full. They may be viewed within your organization and may not be posted, circulated, or shared outside it.

14.6 Do not make your own recordings. Neither you nor any Participant may make an independent recording, screen capture, or transcript of a session without our prior written consent.

15.Participant Rosters & Attendee Data

15.1 What you send us. To deliver an engagement we usually need a participant roster — typically names, work email addresses, job titles, and any accessibility or dietary requirements. We use that information only to deliver the engagement, as described in our Privacy Policy.

15.2 Your obligations as the source of that data. Where you provide us with personal information about your employees, volunteers, or other Participants, you represent and warrant that you have the authority and any lawful basis required to do so, that you have given those individuals any notice required by law or by your own privacy policy, and that you have obtained any consent required. You are the controller of that information; we process it on your instructions to deliver the engagement.

15.3 Minimize what you send. Please send only the information we need. Do not send us Social Security numbers, government identification numbers, financial account details, health information beyond an accessibility or dietary requirement, performance reviews, disciplinary records, or other sensitive personnel information.

15.4 Direct communication with Participants. We may contact Participants directly about session logistics — joining links, times, pre-work, and materials. We will not add a Participant to our marketing email or SMS lists on the strength of a roster you send us. A Participant joins those lists only by opting in themselves under Section 19.

15.5 Return and deletion. On written request after an engagement ends, we will delete or return roster data, except for records we must retain for accounting, tax, or legal defense purposes and copies held in routine backups until they expire.

16.Acceptable Use & Conduct

Our sessions ask people to be honest about what they do not yet understand. That only works if the room is safe. In any session, and in any communication with our facilitators or staff, you agree that neither you nor any Participant will:

• harass, bully, threaten, demean, or discriminate against any person, including on the basis of race, ethnicity, national origin, religion, age, sex, sexual orientation, gender identity, disability, or any other protected characteristic;
• share another Participant's contribution, questions, or personal circumstances outside the engagement without their permission;
• disclose in a session any information the discloser is not free to share, including a third party's confidential or personal information;
• solicit, recruit, pitch, or promote a competing offering to other Participants or to our facilitators;
• post or share content that is unlawful, defamatory, obscene, infringing, or prohibited by Section 13.5; or
• interfere with, disrupt, probe, or attempt to gain unauthorised access to the Site or to any platform we use to deliver the Services.

We may remove a Participant from a session, with or without notice, to keep the session usable and safe, and will tell you when we do.

17.Your Content & Warranties

You represent and warrant that, for everything you or a Participant submits, shares, or provides to us in connection with the Services:

• you own it or have all rights, licenses, releases, and permissions necessary to provide and share it;
• you have obtained any consent or release required to use the likeness, name, voice, or statements of any identifiable person it contains;
• it does not infringe any intellectual property right, right of publicity, or privacy right, and does not violate any law or any AI Tool's content policy;
• it contains no personal information about a third party that you are not entitled to share, and no confidential information belonging to a customer, member, patient, or other party that you are not free to disclose; and
• any claim, figure, credential, or result you state to us or to other Participants is accurate.

18.Site Access & Accounts

18.1 Site use. You may use the Site for lawful purposes only, to learn about and engage our Services. You may not interfere with the Site, probe it for vulnerabilities, or use automated means to extract its content.

18.2 Accounts and links. Where we give you or a Participant access to a portal, resource library, assessment, or session link, that access is for the named recipient and for your organization only. You are responsible for keeping credentials and session links confidential and for all activity under them, and will tell us promptly at [email protected] if you believe access has been compromised.

18.3 Availability. We do not guarantee that the Site or any platform we use will be available, uninterrupted, or error-free, and we may change, suspend, or discontinue any part of the Site at any time.

18.4 Free resources. Guides, assessments, prompt libraries, and other free downloads offered through the Site are provided for general information only, are Program Materials under these Terms, and carry no warranty. Section 8 applies to them in full.

19.Electronic Communications, Email & SMS Consent

19.1 Electronic communications. By using the Site or engaging us, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that they be in writing.

19.2 Transactional communications. Regardless of your marketing preferences, we may send communications necessary to deliver an engagement — including scheduling confirmations, session links and reminders, pre-work and materials, schedule changes, invoices, payment receipts and failures, security notices, and changes to these Terms. You may not opt out of transactional communications while an engagement is live, other than by ending the engagement.

19.3 Email marketing opt-in

When you submit your email address through a form on the Site, book a discovery call, download a free resource, register for a seminar, or otherwise provide it to us for that purpose, you consent to receive marketing and promotional emails from Flourish — including educational content, case studies, program announcements, offers, and reminders.

You may withdraw that consent at any time by clicking the unsubscribe link in the footer of any marketing email, or by emailing [email protected] with the subject line “Unsubscribe.” We process opt-out requests promptly, and in all cases within ten (10) business days, as required by the CAN-SPAM Act. Withdrawing consent to marketing email does not stop the transactional communications described in Section 19.2.

19.4 SMS and text message opt-in

If you provide your mobile telephone number and affirmatively opt in — by checking an unchecked consent box on one of our forms, by replying to a message with a requested keyword, or by another clear affirmative act — you give your prior express written consent to receive recurring automated marketing and informational text messages from Flourish at that number under our Flourish AI Alerts messaging program, including messages sent using an automatic telephone dialing system. These may include discovery call scheduling and reminders, proposal follow-up, session reminders, pre-work nudges, program announcements, and promotional offers.

19.5 Withdrawing SMS consent. Replying STOP withdraws your consent immediately for the number from which you reply. You may also email [email protected] to be removed. Opting out of text messages does not remove you from email, and does not stop the transactional communications described in Section 19.2.

19.6 Only your own number. You may provide only a mobile number that you are the subscriber of or have authority over. Do not provide an employee's or colleague's mobile number on their behalf. Consent to receive text messages must come from the individual who holds the number.

19.7 Keep your number current. You agree to tell us if you stop using a mobile number you have given us, so that we do not message a person who has not consented, and you are responsible for charges resulting from your failure to do so.

Full detail on how we handle your contact information is in our Privacy Policy.

20.Suspension & Termination

20.1 By either party for convenience. Either party may decline to enter a further engagement at any time. An engagement already confirmed ends as provided in the Engagement Confirmation.

20.2 By us, for cause. We may suspend or terminate your access, an engagement, or these Terms immediately on written notice if you:

• distribute, resell, record, or publish Program Materials in breach of Section 10;
• give access to the Program Materials or a session to a person outside your organization;
• use the Program Materials or the Method to build, deliver, or sell a competing offering;
• generate or share content prohibited by Section 13.5;
• breach Section 16 in a way that harms a Participant, a facilitator, or a member of our staff;
• initiate a chargeback in breach of Section 7.8;
• fail to pay an undisputed invoice within thirty (30) days of its due date; or
• otherwise materially breach these Terms and fail to cure within ten (10) days of written notice, where the breach is capable of cure.

20.3 By you, for cause. You may terminate an engagement on written notice if we materially breach these Terms or the Engagement Confirmation and fail to cure within thirty (30) days of written notice.

20.4 Effect of termination. On termination, the license in Section 9.2 ends, access to Program Materials, recordings, and any portal ends, and you must permanently delete every copy of the Program Materials in your possession or control, other than copies held in routine backups until they expire and one archival copy retained solely for legal and audit purposes. Amounts accrued through the effective date of termination become immediately due.

20.5 Survival. Sections 7, 8, 9, 10, 11, 12, 14.4, 14.5, 17, 20.4, 21, 22, 23, 24, 25, and 28 survive termination.

21.Disclaimer of Warranties

The site, the services, the program materials, any deliverable, and any tool, template, assessment, or resource we provide are furnished “as is” and “as available,” without warranty of any kind. To the fullest extent permitted by law, we disclaim all warranties, express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranties arising out of course of dealing or usage of trade.

We do not warrant that the site or any platform will be uninterrupted, timely, secure, or error-free; that any defect will be corrected; that any ai tool will remain available, priced, capable, secure, or permitted for your use; that any ai output will be accurate, current, original, protectable, or fit for any purpose; or that the services will produce any particular result for your organization.

Nothing in the Services is legal, tax, accounting, financial, employment, regulatory, insurance, medical, or pastoral advice, and no facilitator, contractor, or staff member is acting as your professional adviser. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you.

22.Limitation of Liability

To the fullest extent permitted by law, Flourish AI LLC and its members, managers, officers, employees, facilitators, contractors, and agents will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, customers, members, donations, goodwill, opportunity, data, or anticipated savings, arising out of or relating to these terms, the site, the services, any deliverable, or any ai tool, whether based in contract, tort, strict liability, or any other theory, and whether or not we have been advised of the possibility of such damages.

Our total aggregate liability for all claims arising out of or relating to these terms, the site, or the services will not exceed the total fees you actually paid to us in the twelve (12) months preceding the event giving rise to the claim. Amounts you paid to any third party, including ai tool providers, venues, and payment processors, are excluded from that calculation because we never receive them.

You acknowledge that our fees reflect this allocation of risk, that these limitations are an essential basis of the bargain between us, and that they apply even if a limited remedy fails of its essential purpose. Nothing in these Terms excludes liability that cannot be excluded by law, including liability for fraud or for death or personal injury caused by negligence, and some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

23.Indemnification

You agree to defend, indemnify, and hold harmless Flourish AI LLC and its members, managers, officers, employees, facilitators, contractors, and agents from and against any claim, demand, action, loss, liability, damage, fine, penalty, cost, or expense (including reasonable attorneys' fees) arising out of or relating to:

• your breach of these Terms or of any representation or warranty in Section 15.2 or Section 17;
• any policy, tool, workflow, staffing decision, or communication your organization adopts, deploys, or publishes, during or after an engagement;
• your use of any AI Tool, including any breach of a provider's terms, content policy, or data processing terms, and any claim arising from generated content;
• any claim that material you provided to us, or that your organization published, infringes a copyright, trademark, right of publicity, or privacy right;
• any claim by a Participant, employee, volunteer, member, or customer of yours arising from personal information you provided to us or from the recording of a session you did not notify them of;
• your unauthorised copying, sharing, recording, or distribution of Program Materials; or
• your violation of any law or of the rights of any third party.

We will notify you of any such claim and may participate in the defense with counsel of our choosing at our own expense. You may not settle any claim in a way that imposes any obligation or admission on us without our prior written consent.

24.Dispute Resolution & Binding Arbitration

Please read this section carefully. It affects your legal rights, including your right to file a lawsuit in court and to have a jury decide your claims. It contains a class and collective action waiver.

24.1 Talk to us first. Before starting arbitration, the party raising a dispute must send a written notice describing the dispute and the relief sought — to us at [email protected] and at the mailing address in Section 29, and to you at your email address and address of record. Senior representatives of both parties will try in good faith to resolve it for thirty (30) days after that notice. Neither party may begin arbitration before that period ends.

24.2 Agreement to arbitrate. Except as stated in Section 24.5, any dispute, claim, or controversy arising out of or relating to these Terms, the Site, the Services, any Engagement Confirmation, or the Program Materials — including their formation, interpretation, breach, termination, validity, or enforceability — will be resolved exclusively by final and binding individual arbitration, and not in court.

24.3 Rules and procedure. The arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, as modified by these Terms, before a single arbitrator. The seat of arbitration is Bay County, Florida, and any in-person hearing will take place there unless the parties agree otherwise. The arbitrator may conduct proceedings by telephone or videoconference, and a claim within the AAA's threshold for documents-only determination may be decided without any hearing. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitrator's award is final and binding, and judgment on it may be entered in any court of competent jurisdiction. The arbitrator will issue a reasoned written award and may award any relief available in court, subject to Section 22. The arbitration and the award are confidential except as necessary to enforce the award or as required by law.

24.4 Class and collective action waiver. All claims must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, private attorney general, or representative proceeding. The arbitrator may not consolidate the claims of more than one party and may not preside over any form of representative proceeding. The parties waive any right to a trial by jury. If this waiver is found unenforceable as to a particular claim, that claim — and only that claim — will be severed and brought in the courts identified in Section 25, and the remaining claims will proceed in arbitration.

24.5 Exceptions. Either party may (a) bring an individual action in small claims court for any claim within that court's jurisdiction, and (b) seek temporary or preliminary injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement or misappropriation of intellectual property, unauthorised distribution of Program Materials, or breach of confidentiality obligations. We may also bring an action in court to collect past due amounts.

24.6 Fees. Filing, administrative, and arbitrator fees are allocated under the AAA Commercial Arbitration Rules. Each party otherwise bears its own attorneys' fees and costs, except where an applicable statute or the arbitrator's award provides otherwise. The arbitrator may award the prevailing party its reasonable attorneys' fees and costs where permitted by law.

24.7 Time limit. To the extent permitted by law, any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after it accrues, or it is permanently barred.

24.8 Survival. This Section survives termination of these Terms and of any engagement.

25.Governing Law & Venue

These Terms and any dispute arising out of them are governed by the laws of the State of Florida, without regard to its conflict of laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods. For any dispute not subject to arbitration under Section 24, the parties consent to the exclusive personal jurisdiction and venue of the state courts located in Bay County, Florida, and the United States District Court for the Northern District of Florida, and waive any objection to that venue, including on grounds of inconvenient forum.

26.Force Majeure

Neither party is liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, hurricane, flood, fire, war, terrorism, civil unrest, labor disputes, epidemic, government action, travel restriction or disruption, power or internet failure, telecommunications or hosting outage, cyberattack, facilitator illness, or the act, omission, policy change, outage, model deprecation, or account action of any AI Tool, platform, venue, or third-party vendor. This does not excuse an obligation to pay amounts already due. Where such an event prevents a scheduled session, we will work with you in good faith to reschedule it or to deliver an equivalent virtual session.

27.Changes to These Terms

We may update these Terms from time to time. The “Last Updated” date at the top reflects the most recent revision. For material changes affecting an engagement already confirmed, we will provide notice by email to your address of record at least fifteen (15) days before the change takes effect, and the version of these Terms in effect on the date of your Engagement Confirmation continues to govern that engagement. Continued use of the Site or engagement of the Services after the effective date constitutes acceptance. Changes to Section 24 will not apply retroactively to any dispute of which we had actual notice before the change.

28.General Provisions

28.1 Entire agreement. These Terms, together with the Privacy Policy and any Engagement Confirmation, are the entire agreement between the parties regarding their subject matter and supersede all prior or contemporaneous proposals, discussions, advertising, and representations, whether oral or written. Any pre-printed terms on a purchase order, vendor portal, or similar document you issue are of no effect unless we accept them in a signed writing.

28.2 Independent contractor. We perform the Services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, agency, franchise, or fiduciary relationship between you and us, and neither party may bind the other.

28.3 Non-solicitation of personnel. During any engagement and for twelve (12) months afterward, neither party will knowingly solicit for employment any individual who was directly involved in the engagement on the other side, without the other party's written consent. A general advertisement not targeted at that individual is not a breach of this Section.

28.4 Assignment. You may not assign or transfer these Terms or any Engagement Confirmation without our prior written consent, except to a successor to substantially all of your business or assets. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of our assets. These Terms bind and benefit the parties' permitted successors and assigns.

28.5 Subcontracting. We may use contractors and associate facilitators to deliver the Services, and remain responsible for their performance and for their compliance with Section 11.

28.6 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions remain in full force.

28.7 No waiver. A failure to enforce any provision is not a waiver of that provision or of any other right.

28.8 Notices. Notices to us must be sent to [email protected] and, where these Terms require written notice, also by mail to the address in Section 29. Notices to you may be sent to the email address associated with your engagement and are deemed received on the date sent.

28.9 No third-party beneficiaries. These Terms do not confer any right or remedy on any person other than the parties.

28.10 Headings and interpretation. Headings are for convenience only. “Including” means “including without limitation.” No rule of construction against the drafter applies.

29.Contact Us

Questions about these Terms, an engagement, or an invoice should be directed to: