Terms & Conditions

Effective Date: March 22, 2022

Last Updated: March 11, 2026

1. Introduction

Welcome to Ocean Calm LLC, doing business as Ocean Calm AI ("Ocean Calm AI," "we," "our," or "us"). These Terms and Conditions ("Terms") govern your access to and use of our consulting services, AI training programs, and AI platform subscriptions (collectively, the "Services"). By engaging with our Services, you agree to be bound by these Terms.

2. Services Overview

Ocean Calm AI provides AI implementation, training, and consulting services to small and mid-sized businesses. Our Services include:

Program-Based Services (AI Concierge Training Program) Certain Services are offered as fixed-term, program-based engagements, including Ocean Calm AI's 8-Week Concierge Training Program. These programs are prepaid, non-cancellable once commenced, and delivered over a defined time period (typically 8-12 weeks). Fees for program-based Services are non-refundable once the program has started, regardless of Client participation or usage.

Platform Access As part of the program, Clients receive access to Ocean Calm AI's private AI workspace platform (the "Platform"). The Platform provides access to third-party AI models (including but not limited to models from OpenAI, Anthropic, and Google) through a unified interface. Platform access is provided for the duration of the program engagement and any subsequent subscription period.

Consulting and Advisory Services Ocean Calm AI also provides strategic consulting, AI workflow design, and go-to-market (GTM) consulting to businesses. These Services are scoped in individual proposals or statements of work.

3. Engagement and Acceptance

By signing a proposal, agreement, or statement of work, or by accepting and paying an invoice or payment link that references these Terms, Client ("you") acknowledges and agrees to be bound by these Terms, which are incorporated by reference into such agreements. Payment of any invoice or checkout link constitutes acceptance of these Terms and our Privacy Policy.

4. Fees and Payment

Program Services: Program fees are outlined in proposals or payment links. Payment is due at the time of purchase unless an installment plan is specified. Installment plans, if offered, require payment of all scheduled installments regardless of Client participation.

Consulting Services: Fees are outlined in individual proposals. Payment terms are NET 15 days from the invoice date unless otherwise agreed in writing.

Subscription Services: If applicable, subscription fees are billed monthly or annually, as specified in the proposal or payment link.

Late Payments: Late payments may incur interest charges of 1.5% per month on the outstanding balance. Client is responsible for all costs of collection, including reasonable attorney's fees, in the event of non-payment.

5. AI-Generated Content Disclaimer

This is a critical section. Please read carefully.

The Platform provides Client access to third-party artificial intelligence language models ("AI Models") developed and operated by third parties including OpenAI, Anthropic, Google, and others. Ocean Calm AI does not develop, own, or control these AI Models.

Client acknowledges and agrees that:

(a) AI-generated outputs are probabilistic in nature and may contain errors, inaccuracies, omissions, or fabricated information (commonly known as "hallucinations"). Ocean Calm AI does not guarantee the accuracy, completeness, reliability, or suitability of any AI-generated content.

(b) Client is solely responsible for reviewing, verifying, and approving all AI-generated content before using it in their business, sharing it with third parties, or acting upon it in any way.

(c) AI-generated content should never be used as a substitute for professional advice, including but not limited to legal, financial, tax, medical, accounting, or regulatory compliance advice. Client should consult qualified professionals for such matters.

(d) Ocean Calm AI is not liable for any losses, damages, claims, or expenses arising from Client's use of, reliance on, or distribution of AI-generated content, regardless of whether such content was generated through the Platform, during a workshop, or using prompts or tools provided by Ocean Calm AI.

(e) AI-generated content may not be eligible for copyright protection under current U.S. law. Neither party claims exclusive intellectual property rights over AI-generated text absent meaningful human authorship.

6. Third-Party Platform Dependencies

The Platform and Services utilize third-party software, AI models, APIs, and infrastructure that are not owned or controlled by Ocean Calm AI. These include, but are not limited to, AI model providers (OpenAI, Anthropic, Google), the open-source software underlying the Platform interface, and cloud hosting services.

Client acknowledges and agrees that:

(a) Changes to third-party services — including model updates, API modifications, pricing changes, feature removals, or service discontinuations — may affect Platform performance, output quality, or feature availability.

(b) Ocean Calm AI is not responsible for outages, errors, performance changes, or modifications made by third-party providers.

(c) Ocean Calm AI will make commercially reasonable efforts to address disruptions caused by third-party changes, but does not guarantee uninterrupted, error-free, or consistent access to the Platform or any specific AI model.

(d) Third-party AI model providers have their own terms of service, privacy policies, and acceptable use policies. Client's use of AI models through the Platform is also subject to those providers' terms.

7. Client Data and Acceptable Use

Client Data Ownership: Client retains ownership of all data, documents, and content they upload to or create within the Platform ("Client Data").

Client Responsibilities: Client is solely responsible for:

(a) Ensuring they have the legal right to upload, process, and use any data they provide to the Platform.

(b) Complying with all applicable laws and regulations regarding their data, including but not limited to HIPAA, HITECH, GDPR, CCPA, and any industry-specific privacy, data protection, or security requirements.

(c) Determining whether their use of AI tools involves regulated information and ensuring appropriate safeguards are in place.

Prohibited Data: Unless expressly agreed to in a separate written agreement, Client shall NOT upload to the Platform:

Social Security numbers, government-issued identification numbers, or taxpayer identification numbers
Credit card numbers, bank account details, or financial credentials
Protected health information (PHI) as defined under HIPAA
Attorney-client privileged communications
Passwords, security credentials, or encryption keys
Any data whose upload would violate applicable law or regulation

Data Processing: Ocean Calm AI does not monitor, review, or assume responsibility for the content of Client Data. Client acknowledges that data entered into the Platform may be processed by third-party AI models in accordance with those providers' terms of service and data processing practices. Ocean Calm AI does not serve as a data controller, data processor, or custodian of Client Data within third-party AI tools.

Platform Security: Ocean Calm AI implements commercially reasonable security measures for the Platform. However, no system is 100% secure, and Ocean Calm AI does not warrant that Client Data will be immune from unauthorized access, loss, or breach. Ocean Calm AI is not responsible for the data security practices or security controls of third-party AI model providers or infrastructure services.

8. Intellectual Property

Ocean Calm AI Property: All intellectual property rights in Ocean Calm AI's proprietary frameworks, templates, system prompts, curricula, training materials, methodologies, and tools remain the exclusive property of Ocean Calm AI. These materials are provided for Client's use during the engagement and are not transferable, sublicensable, or distributable without prior written consent.

Client Property: Client retains ownership of their business data, customized content, and original work product they create using the Platform. Upon termination of Services, Client may export their data and conversation history from the Platform.

AI-Generated Content: As noted in Section 5, AI-generated content may not be eligible for copyright protection under current law. Neither party claims exclusive intellectual property rights over raw AI-generated outputs absent meaningful human authorship.

Non-Transferable Materials: Ocean Calm AI's proprietary system prompts, department configurations, prompt library templates, and onboarding materials are licensed for Client's internal use only and are not transferable to third parties.

9. No Guarantee of Results

Ocean Calm AI provides training, implementation guidance, consulting, and access to AI tools. Results depend on Client's participation, input quality, and execution.

Ocean Calm AI does not guarantee specific business outcomes, including but not limited to revenue increases, cost savings, productivity improvements, or any particular return on investment.

The Platform and Services are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or reliability.

Ocean Calm AI does not warrant that the Platform will be uninterrupted, error-free, or free of harmful components, or that any defects will be corrected.

10. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information disclosed during the engagement, including but not limited to business strategies, financial information, client lists, technical configurations, and any information reasonably understood to be confidential. This obligation survives the termination of Services for a period of two (2) years.

Confidential information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law.

11. Indemnification

Client agrees to indemnify, defend, and hold harmless Ocean Calm AI, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorney's fees) arising from or related to:

(a) Client's use of the Platform or AI-generated content; (b) Client's violation of these Terms; (c) Client's violation of any applicable law or regulation; (d) Client Data or any content Client uploads, creates, publishes, or distributes using the Platform; (e) Any third-party claim arising from Client's use of AI-generated content in their business operations.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) Ocean Calm AI's total aggregate liability under these Terms shall not exceed the total amount paid by Client for the specific Services giving rise to the claim during the twelve (12) months preceding the claim.

(b) In no event shall Ocean Calm AI be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, business interruption, loss of business opportunity, or reputational harm, even if Ocean Calm AI has been advised of the possibility of such damages.

(c) Ocean Calm AI shall not be liable for any damages arising from: (i) Client's reliance on AI-generated content; (ii) errors, inaccuracies, or omissions in AI-generated outputs; (iii) actions of third-party AI model providers or platform infrastructure; (iv) Client's failure to comply with these Terms or applicable law; or (v) unauthorized access to or alteration of Client Data.

13. Service Availability

Ocean Calm AI does not guarantee any specific level of uptime or availability for the Platform. Scheduled maintenance, third-party outages, software updates, or force majeure events may temporarily affect Platform availability. Ocean Calm AI will make commercially reasonable efforts to restore service promptly but is not liable for any losses, damages, or expenses resulting from Platform unavailability.

14. Termination

Program Services: Program-based engagements (including the 8-Week Concierge Training Program) are non-cancellable once commenced. Fees are non-refundable after the program start date.

Other Services: Either party may terminate ongoing consulting or subscription Services with thirty (30) days' written notice. Upon termination, all outstanding fees become immediately due.

Effect of Termination: Upon termination of any Services: (a) Client's access to the Platform will be revoked; (b) Client may request export of their data within thirty (30) days of termination; (c) Ocean Calm AI's proprietary materials must not be used, copied, or distributed after termination; (d) Sections 5, 6, 7, 8, 9, 10, 11, 12, and 16 survive termination.

15. Data Privacy

Ocean Calm AI complies with applicable data protection laws. Our Privacy Policy, available at https://www.oceancalm.ai/privacy-policy, outlines how we collect, use, and protect your personal information and is incorporated into these Terms by reference.

16. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of California, without regard to its conflict of law principles.

Any dispute arising from or related to these Terms shall first be submitted to good-faith mediation. If mediation is unsuccessful, disputes shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, conducted in the State of California. Each party shall bear its own costs and attorney's fees, except as otherwise provided herein.

Nothing in this section prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information.

17. Modifications

We reserve the right to modify these Terms at any time. Changes will be posted on our website with an updated "Last Updated" date. Continued use of our Services after changes are posted constitutes acceptance of the revised Terms. For material changes, we will make reasonable efforts to notify active Clients via email.

18. Miscellaneous

Entire Agreement: These Terms, together with any proposal, statement of work, or order form referencing these Terms, and our Privacy Policy, constitute the entire agreement between the parties.

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

Waiver: Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

Assignment: Client may not assign or transfer these Terms or any rights hereunder without Ocean Calm AI's prior written consent. Ocean Calm AI may assign these Terms in connection with a merger, acquisition, or sale of assets.

Force Majeure: Ocean Calm AI shall not be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to natural disasters, pandemics, government actions, third-party service failures, or internet disruptions.

Contact: For questions regarding these Terms, contact Ocean Calm LLC at info@oceancalm.ai.