1. Who we are and what this agreement covers
“Simply Managed AI” is a working name. The Site and pre-formation Service are operated by Empowered.Guru LLC, a limited liability company, as founding technology licensor and implementation partner. When a dedicated operating company is formed, these Terms and any Orders may be assigned to that entity on notice, with no reduction in your rights.
These Terms consist of the Site Terms in Sections 1–3, 6–20 and, for paying subscribers, the Service Terms in Sections 4–5 and 8–15 together with your Order. The Privacy Policy, Cookie Policy, AI & Service Disclaimer, and Acceptable Use Policy are incorporated by reference.
2. The Service — what it is and is not
The Service is a managed AI operating team — configured AI roles (e.g., CEO briefing, chief of staff, lead response, delivery, client care) that draft, triage, route, and summarize work across tools you approve, with explicit human-approval gates. It is not self-serve software you install and run yourself, not a licensed professional (real estate broker, attorney, CPA, financial advisor), and not a guarantee of leads, revenue, or any business outcome. See the Disclaimer.
- Five-role team model with one chain of command and weekly operating rhythm.
- Connected to your approved systems (website, email, CRM, calendar, and other integrations listed in your Order).
- Sensitive, public, regulated, and irreversible actions fail closed until you approve them.
- We monitor, tune, and report on workflows; you own the judgment and final send.
3. Eligibility, accounts, and authorized users
You must be at least 18 and have authority to bind the business you represent. You are responsible for keeping account credentials confidential, for all activity under your account, and for ensuring each authorized user complies with these Terms. You must not create accounts for others without their consent or misrepresent your identity.
4. Orders, fees, taxes, and AI usage
Pricing on the Site (Self-Serve $297 per month, Solo $5,000 setup / $500 per month, Startup SaaS $5,000 prototype setup / $500 per month, Team $12,500 setup / $1,250 per month, Brokerage $25,000 setup / $2,500 per month, and custom-priced Enterprise) is the published list price and is subject to confirmation in your Order. The Order states the tier, term, setup fee, recurring fee, billing schedule, AI-usage allowance and overage model, and any pass-through or bring-your-own-key (“BYOK”) arrangements.
- Invoicing and payment. Setup fees are due as stated in the Order; recurring fees are billed in advance. Late amounts may accrue interest at 1.5% per month (or the maximum lawful rate, whichever is less) and we may suspend the Service after 15 days’ written notice of non-payment.
- AI usage. Unless your Order says otherwise, AI model usage is separate from the subscription and is handled through an included allowance with overage, pass-through billing, or your own approved provider account. Overage and pass-through charges are your responsibility.
- Taxes. Fees are exclusive of sales, use, VAT, withholding, and similar taxes, which you are responsible for (excluding taxes on our net income).
- Changes. We may change list prices prospectively; your contracted pricing is locked for the then-current term.
5. Term, renewal, and cancellation
The subscription term, renewal, and notice period are as stated in your Order. If the Order is silent, the initial term is month-to-month after implementation, renewing automatically until either party gives at least 30 days’ written notice before the next billing cycle. You may cancel by email to brian@allebs.com. We do not prorate mid-cycle cancellations unless your Order says otherwise. On termination we provide an orderly handoff and workflow documentation and retain data only as described in the Privacy Policy. Your privacy rights and data-export options survive termination.
6. Your responsibilities
- Provide timely access to the systems, inboxes, and data you approve and keep that access accurate and lawful.
- Designate an owner for approvals and respond within the Service-level windows in your Order.
- Ensure your use complies with applicable law, including the Telephone Consumer Protection Act (TCPA), CAN-SPAM, fair-housing and anti-discrimination rules, and any licensed-activity regulations that apply to your business.
- Do not provide credentials, data, or instructions you lack rights to share or that would violate the rights of others.
7. Acceptable use
You must not — and must not allow others to — use the Site or Service in violation of our Acceptable Use Policy, which is incorporated here. In summary: no spam or unsolicited bulk messaging, no spoofed or misleading sender identity, no unlawful, infringing, or harassing content, no attempt to bypass approval gates, rate limits, or security controls, and no high-risk uses (e.g., fully autonomous regulated advice or money movement) outside explicit human approval.
8. Customer data, licenses, and feedback
You retain all rights in data, content, and materials you provide or that are created on your behalf (“Customer Data”). You grant us and our service providers a non-exclusive license to host, process, and use Customer Data solely to provide, secure, improve, and support the Service for you and as otherwise described in the Privacy Policy.
Feedback or suggestions you share about the platform are voluntary and may be used without compensation or confidentiality obligation. We do not claim ownership of Customer Data.
9. Confidentiality
Each party will protect the other’s non-public information disclosed under these Terms or an Order with at least reasonable care, use it only to perform under the agreement, and not disclose it except to personnel and service providers with a need to know and subject to confidentiality obligations. Exclusions are information that is public, independently developed, or lawfully received from a third party. A party may disclose if required by law, provided it gives prompt notice where legally permitted.
10. Integrations and third-party services
The Service interoperates with third-party systems (email providers, CRMs, calendars, websites, AI model providers, and others you approve). Your use of each third-party service is subject to that provider’s terms and privacy policy. We are not responsible for third-party outages, changes, or charges, but we will make reasonable efforts to help you work around them.
11. AI features and human-approval boundaries
AI-drafted messages, summaries, and recommendations are generated based on the data and instructions you approve and may be incomplete or inaccurate. Customer-configured approval gates and your Order’s scope define what the team may draft, what requires your explicit approval before sending or publishing, and what it will never touch (e.g., licensed judgment, money movement, access or policy changes). You are responsible for reviewing AI output before it is relied on externally. See the Disclaimer for required AI-generated-content labeling and portrait disclosures.
12. Warranties and disclaimers
What we warrant
We will provide the Service in a professional and workmanlike manner materially as described in your Order and will use commercially reasonable efforts to keep the Service available and secure.
What we do not warrant
EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR YOUR ORDER, THE SITE AND SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR WILL PRODUCE ANY PARTICULAR BUSINESS RESULT.
13. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY; (b) EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR THE SERVICE IS LIMITED TO THE AMOUNT YOU PAID (OR PAYABLE) FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE CLAIM — OR, FOR SITE-ONLY CLAIMS, $100. The foregoing does not limit liability for amounts expressly payable under Section 14, for a party’s fraud or willful misconduct, or to the extent not permitted by law.
The Service involves AI and third-party systems; you agree the limitations in this Section reflect a reasonable allocation of risk and are a fundamental element of the pricing.
14. Indemnification
By you: You will defend, indemnify, and hold harmless Empowered.Guru LLC (and its officers, members, employees, and service providers) from third-party claims, damages, and reasonable attorneys’ fees arising from Customer Data, your instructions, your use of the Service in violation of law or these Terms, or messages or content sent or published at your direction.
By us: We will defend, indemnify, and hold you harmless from third-party claims that the platform technology we own and deliver as the Service infringes a U.S. patent, copyright, or trademark, provided you promptly notify us, allow us to control the defense, and reasonably cooperate.
15. Intellectual property and platform license
Empowered.Guru LLC retains all rights in its pre-existing code, infrastructure, agent platform, and materials, including as licensed to the operating company under the founder IP license (see formation documents). Subject to these Terms and your Order, we grant you a non-exclusive, non-transferable license to access and use the Service for your internal business purposes during the subscription term. Workflow documentation and deliverables we create for you under an Order are licensed to you for internal use upon payment. You must not copy, reverse-engineer, or resell the platform except as permitted by law.
16. Copyright (DMCA) and trademark
If you believe content on the Site infringes your copyright, send a notice under the Digital Millennium Copyright Act to brian@allebs.com with: (a) your contact information; (b) identification of the copyrighted work; (c) identification of the allegedly infringing material and its URL; (d) a good-faith statement that the use is not authorized; (e) a statement under penalty of perjury that your notice is accurate and you are the owner or authorized agent; and (f) your signature. We may remove or disable access and notify the poster, who may submit a counter-notice. Repeat infringers are subject to termination.
“Simply Managed AI” is a working brand. Product and third-party names are the property of their owners.
17. Suspension and termination
We may suspend or restrict the Service if we reasonably believe it is necessary to protect security, prevent unlawful or abusive use, or comply with law, after reasonable notice where practicable. Either party may terminate for material breach uncured within 30 days of written notice, or immediately if the other party becomes insolvent or ceases operations. Sections 8–9 and 12–20 survive termination.
18. Governing law and dispute resolution
These Terms are governed by the laws of the State of Delaware (or, if counsel confirms a different formation state, that state), without regard to conflicts principles. The parties will first attempt to resolve disputes informally for 30 days. If unresolved, exclusive jurisdiction and venue lie in the state or federal courts located in that formation state, and each party consents to personal jurisdiction there. To the extent permitted by law, claims must be brought within one year of accrual.
Formation note: Entity type and formation state are pending counsel confirmation. This clause will be updated to reflect the executed formation documents.
19. Changes
We may update these Terms prospectively by posting a revised version and updating the date above. Material changes to Service Terms will be communicated by email or in-product notice at least 30 days before they take effect for existing subscribers; continued use after the effective date is acceptance. If you do not agree, your remedy is to stop using the Site or cancel the Service before the change takes effect.
20. General provisions and contact
- Entire agreement. These Terms, the incorporated policies, and your Order are the entire agreement for the subject matter and supersede prior proposals or discussions.
- Order of precedence. Order > these Terms > incorporated policies for Service matters; incorporated policies > these Terms for privacy/cookie matters.
- Assignment. You may not assign without our consent (not unreasonably withheld), except in connection with a merger or sale of substantially all assets. We may assign to an affiliate or successor, including the dedicated operating entity, on notice.
- Notices. To us: brian@allebs.com. To you: the email on your Order or account, or the Site.
- Severability; waiver. If any provision is unenforceable, the remainder stands. Failure to enforce is not a waiver.
- Export and sanctions. You will comply with applicable export and sanctions laws and not use the Service in embargoed regions or for prohibited end uses.
Questions about these Terms: brian@allebs.com · 218-420-1097.