Legal

Terms of service.

Effective August 27, 2026 · Version 2026-08-27

These Terms of Service (these “Terms”) are a binding agreement between you and Vail Valley AI LLC, a Colorado limited liability company (“Vail Valley AI,” “we,” “us,” or “our”). They govern your access to and use of www.vailvalleyai.com (the “Site”) and, except where superseded by a signed written agreement, the consulting, engineering, software, automation, and related services we provide (the “Services”). Please read them carefully.

Contents

  1. Acceptance of These Terms
  2. About Us; Scope of These Terms
  3. Eligibility; Business Use
  4. Our Services
  5. Non-Exclusive Engagement; No Restriction on Serving Others
  6. Relationship of the Parties
  7. Intellectual Property
  8. Acceptable Use of the Site
  9. Disclaimer of Warranties
  10. AI-Generated Output
  11. No Professional Advice
  12. No Guarantee of Results
  13. Limitation of Liability
  14. Indemnification
  15. Third-Party Services and Links
  16. Suspension and Termination
  17. Changes to These Terms
  18. Governing Law and Venue
  19. Dispute Resolution; Class Action and Jury Waivers
  20. Severability
  21. General Provisions
  22. How to Contact Us

1. Acceptance of These Terms

By accessing or using the Site, submitting any form on the Site (including our contact form, newsletter signup, guide request, AI-readiness assessment, or consultation booking), or engaging us to perform Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree, do not use the Site or the Services.

If you use the Site or engage the Services on behalf of a business or other entity, you represent that you have authority to bind that entity, and “you” refers to that entity.

2. About Us; Scope of These Terms

Vail Valley AI LLC is a forward-deployed engineering firm based in Eagle County, Colorado. These Terms apply to all visitors to and users of the Site, and to the Services except to the extent you and we have signed a separate written agreement (such as a master services agreement, statement of work, or proposal countersigned by both parties). If a signed written agreement conflicts with these Terms, the signed agreement controls for the engagement it covers.

3. Eligibility; Business Use

The Site and the Services are intended for businesses and for individuals who are at least 18 years old. Our Services are provided for business purposes, not for personal, family, or household use.

4. Our Services

We design, build, and support software and automation for businesses, including AI agents, AI chatbots, business automation, CRM and marketing systems, custom software, data intelligence, database development, inventory tracking, MCP servers, scheduling software, system integrations, and website design. Descriptions of Services on the Site are general summaries only; the specific scope, deliverables, timeline, and fees for any engagement are defined in the applicable signed agreement or written proposal, not by the Site.

5. Non-Exclusive Engagement; No Restriction on Serving Others

Every engagement with us is non-exclusive. We provide the same or substantially similar services to many businesses, and we are and will remain free to market to, contract with, and perform services for any third party — including businesses that compete, directly or indirectly, with you, in your industry and in your geographic market.

You acknowledge and agree that:

  1. Nothing in these Terms, in any engagement, or in any communication with us grants you exclusivity of any kind — over any service, solution, methodology, industry, market, territory, or town — and no exclusivity, non-competition obligation, or non-solicitation obligation binding us may be implied from any course of dealing, statement, or circumstance;
  2. We have no obligation to disclose to you the identity of any other client or prospective client;
  3. Our provision of services to any third party, including your competitors, does not and will not constitute a conflict of interest, a breach of any duty (fiduciary or otherwise), or a breach of these Terms or of any engagement;
  4. You have no right of first refusal, right of first offer, or similar right with respect to anything we build or offer; and
  5. This section is bilateral: you are equally free to engage any other vendor or provider, and nothing in these Terms restricts you from doing so.

Any restriction on our ability to serve other clients exists only if, and only to the extent, expressly set out in a written agreement signed by an authorized representative of Vail Valley AI LLC.

6. Relationship of the Parties

We are an independent contractor. Nothing in these Terms or in any engagement creates, or shall be construed to create, a partnership, joint venture, association, franchise, employment relationship, or agency relationship between you and us, and neither party has any authority to assume or create any obligation on behalf of, or to bind, the other in any manner.

Nothing in these Terms or in any engagement creates, or shall be construed to create, any fiduciary duty, duty of loyalty, duty of exclusivity, trust relationship, or confidential relationship between the parties, other than express confidentiality obligations set forth in a written agreement signed by both parties. The parties deal with each other solely as independent contracting parties at arm’s length. We control the manner, method, and means of performing the Services and may use subcontractors, and we are responsible for our own taxes, insurance, and personnel.

7. Intellectual Property

7.1 Your Materials

As between you and us, you own the data, content, credentials, brand assets, and other materials you provide to us (“Your Materials”). You grant us a non-exclusive license to use Your Materials solely as needed to perform the Services. You are responsible for having the rights necessary to provide Your Materials to us.

7.2 Our Background IP

We own and retain all right, title, and interest in and to everything we created before or outside your engagement, and everything of general application we create in the course of any engagement, including software, code libraries, frameworks, prompts and prompt libraries, agent architectures, workflow and automation templates, integrations, connectors, configurations of general applicability, methodologies, processes, documentation, know-how, tools, and trade secrets, together with all improvements, generalizations, and derivatives of any of the foregoing (collectively, “Background IP”). Nothing in these Terms assigns or transfers any Background IP to you or to anyone else.

7.3 Deliverables

Ownership and license terms for work product delivered under a paid engagement (“Deliverables”) are set out in the applicable signed agreement. Unless that agreement says otherwise, upon our receipt of full payment you receive ownership of the Deliverables as configured for you, excluding all Background IP embedded in them, for which we grant you a non-exclusive, royalty-free license to use as part of the Deliverables. You acknowledge that we may create and deliver similar or functionally equivalent work for other clients, including your competitors, using our Background IP.

7.4 Residual Knowledge

Nothing in these Terms or in any engagement prohibits us or our personnel from using the general knowledge, skills, experience, ideas, concepts, know-how, methodologies, and techniques retained in the unaided memory of personnel who had access to your information, provided that such use does not involve disclosure or use of your trade secrets, does not infringe your intellectual property rights, and does not result from intentional memorization for the purpose of circumventing any confidentiality obligation. We may independently develop products and services that are similar to, or compete with, yours, provided we do so without use of your confidential information.

7.5 Feedback

If you provide suggestions, ideas, feedback, or recommendations about our services, methods, or offerings (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable, non-exclusive license to use, copy, modify, create derivative works from, and commercially exploit that Feedback for any purpose, without any obligation of compensation, attribution, or confidentiality. This license exists so that a suggestion you make can never convert our independently developed products or services into your property; it does not grant us any rights in your patents or registered copyrights.

8. Acceptable Use of the Site

When using the Site, you agree not to:

  • use the Site in violation of any applicable law;
  • submit forms with false, misleading, or impersonating information, or on behalf of someone who has not authorized it;
  • use bots, scrapers, or other automated means to submit forms, harvest content, or collect information from the Site;
  • probe, disrupt, overload, or interfere with the Site, its security features, or its infrastructure; or
  • use the Site or our forms to transmit spam, malware, or unlawful content.

We may block, rate-limit, or refuse any traffic or submission at our discretion.

9. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, ALL CONTENT ON THE SITE, AND ALL SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SITE OR ANY SERVICE OR DELIVERABLE WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY SERVICE OR DELIVERABLE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you. In that case, any implied warranties are limited to the minimum scope and duration permitted by applicable law.

10. AI-Generated Output

Some of our Services use artificial-intelligence and machine-learning systems, and portions of the Services or Deliverables may include AI-generated output. You acknowledge and agree that AI systems are probabilistic by nature: output may be inaccurate, incomplete, outdated, or biased; the same input may produce different output at different times; and no AI system can be exhaustively tested against every possible input.

YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND VERIFYING ANY AI-GENERATED OUTPUT BEFORE RELYING OR ACTING ON IT. WE DISCLAIM ALL LIABILITY FOR DECISIONS MADE, ACTIONS TAKEN, OR ACTIONS NOT TAKEN IN RELIANCE ON AI-GENERATED OUTPUT THAT HAS NOT BEEN INDEPENDENTLY VERIFIED BY YOU.

11. No Professional Advice

Content on the Site — including blog posts, guides, assessments, scores, and tool results — and any output of the Services is provided for general informational purposes only. It is not legal, tax, accounting, financial, investment, medical, or other professional advice, and no professional-client relationship is created by your use of the Site or the Services. You should not act, or refrain from acting, on the basis of anything on the Site or in the Services without seeking advice from a qualified professional who knows your specific circumstances.

12. No Guarantee of Results

We do not promise, guarantee, or warrant any particular business outcome from the Site or the Services, including any level of revenue, profit, cost savings, time savings, lead volume, conversion rate, search ranking, or growth. Any examples, case studies, estimates, or projections on the Site or in our materials are illustrations, not commitments, and your results will depend on factors outside our control.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VAIL VALLEY AI LLC OR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SITE, THE SERVICES, ANY DELIVERABLES, OR THESE TERMS, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SITE, THE SERVICES, ANY DELIVERABLES, OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID OR OWED TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED U.S. DOLLARS (US $100).

These limitations apply even if any limited remedy fails of its essential purpose. Nothing in these Terms limits or excludes liability for fraud, gross negligence, or willful misconduct, or any other liability that cannot be limited or excluded under applicable law. If any part of this section is held unenforceable, our liability will be limited to the smallest amount and narrowest scope enforceable under applicable law.

14. Indemnification

You agree to indemnify, defend, and hold harmless Vail Valley AI LLC and its members, managers, officers, employees, contractors, and agents from and against any third-party claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Your Materials, including any claim that they infringe or violate a third party’s rights; (b) your use of the Site, the Services, any Deliverables, or any AI-generated output; (c) your breach of these Terms; or (d) your violation of any law or of any third party’s rights. This obligation does not apply to the extent a claim results from our fraud, gross negligence, or willful misconduct. We may, at our option and expense, assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with our defense.

15. Third-Party Services and Links

The Services frequently depend on third-party platforms, APIs, and tools (for example, hosting providers, model providers, CRMs, calendars, and messaging services). Those services are governed by their own terms and privacy policies, which you must accept and comply with independently. We do not control third-party services and are not responsible or liable for their availability, performance, security, pricing, API or policy changes, or discontinuation, or for any effect of the foregoing on the Services or Deliverables. Links on the Site to third-party websites are provided for convenience only and are not endorsements; you access them at your own risk.

16. Suspension and Termination

We may suspend or terminate your access to the Site at any time, with or without notice, if we believe you have violated these Terms or applicable law, or to protect the Site, our clients, or the public. Paid engagements may be terminated as provided in the applicable signed agreement; if the signed agreement is silent, either party may terminate an engagement for convenience on thirty (30) days’ written notice, and we may suspend or terminate immediately for non-payment or material breach. Upon any termination, fees for work performed through the effective date of termination remain due.

Sections 5 (Non-Exclusive Engagement), 6 (Relationship of the Parties), 7 (Intellectual Property), 9–13 (Disclaimers and Limitation of Liability), 14 (Indemnification), 18 (Governing Law and Venue), 19 (Dispute Resolution), and 21 (General Provisions) survive termination.

17. Changes to These Terms

We may update these Terms from time to time. Changes apply prospectively only. If we make a material change, we will post the updated Terms on this page with a new effective date and version identifier at least thirty (30) days before the change takes effect, and where we have a reasonable means to notify you directly (such as an email address you have given us), we will use it. Your continued use of the Site or the Services after the new effective date constitutes acceptance of the updated Terms; if you do not agree, you must stop using the Site and the Services before the new effective date. Prior dated versions are archived and available on request via our contact form.

18. Governing Law and Venue

These Terms and any dispute arising out of or relating to them, the Site, or the Services are governed by the laws of the State of Colorado, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 19, the exclusive jurisdiction and venue for any dispute is the state courts located in Eagle County, Colorado, and the United States District Court for the District of Colorado, and each party irrevocably consents to personal jurisdiction in those courts and waives any objection based on inconvenient forum.

19. Dispute Resolution; Class Action and Jury Waivers

19.1 Talk to Us First

Before filing any claim, you agree to first send us a written description of the dispute via our contact form and give us thirty (30) days to work with you in good faith to resolve it informally. Most concerns can be resolved this way, quickly and at no cost.

19.2 Class Action and Jury Waivers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) ANY CLAIM MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING; AND (B) EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR THE SERVICES.

19.3 Prevailing Party Fees; Time Limit

In any action arising out of or relating to these Terms, the Site, or the Services, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party. To the extent permitted by applicable law, any claim must be filed within one (1) year after the claim accrued, or it is permanently barred.

20. Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent, and the remaining provisions will continue in full force and effect.

21. General Provisions

  • Entire agreement. These Terms, together with the Privacy Policy and any signed written agreement between you and us, are the entire agreement between the parties regarding their subject matter and supersede all prior or contemporaneous understandings. In case of conflict, a signed agreement controls over these Terms for the engagement it covers.
  • No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
  • Assignment. We may assign these Terms in connection with a merger, acquisition, or sale of assets. You may not assign these Terms or any engagement without our prior written consent.
  • Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control.
  • Notices. We may provide notices by posting on the Site or by email if you have provided one. You may provide notice to us via our contact form.
  • Headings are for convenience only and do not affect interpretation.

22. How to Contact Us

Questions about these Terms? Reach us through our contact form at www.vailvalleyai.com/contact. We respond to every legitimate inquiry.