Terms & Conditions
Quick Reference Summary
What We Do: AI-augmented marketing consulting for independent professionals and small agencies
AI Use: We use AI tools with human oversight for strategy, content, and analysis—all outputs are reviewed
Your Data: Protected, never used to train third-party AI models without consent, GDPR compliant
IP Rights: You get usage licenses for deliverables; we retain our methodologies and frameworks
Liability: Capped at 12 months of fees paid; no guarantees on specific marketing outcomes
Termination: Either party with 60 days notice; pro-rated refunds available for uncompleted work
Table of Contents
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Welcome to Rubix
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Our AI-Augmented Services
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Your Role as Our Partner
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Investment & Payment Terms
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Intellectual Property & Deliverables
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Data Protection & Confidentiality
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AI Governance & Human Oversight
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Professional Standards & Limitations
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Service Continuity & Changes
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Partnership Conclusion
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Legal Framework
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Updates & Communication
1. Welcome to Rubix
These Terms & Conditions govern your professional relationship with Rubix, an AI-augmented marketing consulting firm dedicated to empowering independent professionals, consultants, and small agencies with strategic marketing solutions that blend human expertise with artificial intelligence capabilities.
We believe in transparent partnerships built on mutual respect and shared success. That's why we've written these terms in clear language while ensuring comprehensive legal protection for both parties.
- By engaging our services, accessing our website, or entering into any service agreement with Rubix, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions.
- These terms integrate with our Privacy Policy and individual service agreements to create the complete legal framework for our collaboration.
- Who We Serve:
We work selectively with independent professionals, consultants, and small agencies who value systematic approaches, measurable outcomes, and collaborative partnerships. Our services are designed for professional business relationships, not consumer transactions.
2. Our AI-Augmented Services
2.1 Service Overview
Rubix provides sophisticated marketing consulting services enhanced by artificial intelligence tools and frameworks. Our core offerings include:
AI-Augmented Marketing Consulting
Strategic integration of AI tools and methodologies to enhance marketing effectiveness, operational efficiency, and competitive positioning for independent professionals.
Answer Engine Optimization (AEO)
Specialized optimization strategies for AI-powered search engines including ChatGPT, Perplexity, Google AI Overviews, Bing Chat, and emerging AI discovery platforms.
Digital Strategy & Analytics
Comprehensive strategic planning, advanced analytics implementation, performance measurement systems, and data-driven decision-making frameworks.
Content Strategy & AI-Enhanced Creation
Strategic content development using AI-assisted processes, editorial workflows, distribution strategies, and performance optimization systems.
Knowledge Transfer & Strategic Training
Educational frameworks, documentation systems, and training programs designed to empower independent execution and long-term strategic capabilities.
All services are delivered through our signature consultant-led, collaborative approach that emphasizes measurable outcomes, strategic value creation, and knowledge empowerment.
2.2 AI Technology Transparency Disclosure
⚠️ Important AI Use Notice: Rubix integrates artificial intelligence technologies throughout our service delivery to provide cutting-edge solutions and enhanced capabilities. You acknowledge and understand that:
AI Applications in Our Services:
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Strategic analysis and competitive research
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Content optimization and performance enhancement
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Data analysis and pattern identification
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Answer Engine Optimization and AI search strategies
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Performance monitoring and reporting
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Framework development and process automation
Human Oversight Commitment:
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All AI-assisted work undergoes professional human review and approval
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Final strategic decisions and recommendations are made by qualified Rubix consultants
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We maintain full professional responsibility for all deliverables regardless of tools used
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Critical business decisions always include human judgment and expertise
AI System Limitations:
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AI systems are probabilistic and may occasionally produce unexpected results
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Outputs require human interpretation and contextual application
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Performance can vary based on data quality, prompt design, and system capabilities
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AI recommendations serve as strategic input, not final determinations
Training Data and Model Updates:
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We use enterprise-grade AI tools with appropriate privacy protections
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Your confidential data will NOT be used to train third-party AI models without explicit consent
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We regularly update our AI tool selection based on performance, privacy, and compliance standards
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Significant changes to AI capabilities or tools will be communicated in advance
2.3 Performance Expectations & Disclaimers
While we are committed to delivering exceptional strategic value, you understand and acknowledge that:
No Specific Outcome Guarantees:
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We do not guarantee specific performance metrics such as search engine rankings, website traffic levels, lead generation quantities, or revenue increases
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Marketing success depends on numerous factors including market conditions, competitive landscape, algorithm changes, industry dynamics, and quality of implementation
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AI-generated insights and recommendations require strategic application and may need adjustment based on real-world performance
Collaborative Success Factors:
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Results depend significantly on the quality of client collaboration, information sharing, and implementation
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Timeline for results varies based on market maturity, competitive intensity, and resource allocation
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Success is measured through strategic progress, capability development, and sustainable competitive advantages
Industry and Regulatory Considerations:
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Different industries have varying regulatory requirements that may affect strategy implementation
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Algorithm changes and platform policy updates can impact short-term performance
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Market conditions and external factors beyond our control may influence outcomes
2.4 Service Evolution and Updates
The digital marketing landscape and AI technologies evolve rapidly. To provide cutting-edge value:
Methodology Updates:
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We continuously refine our methodologies based on industry developments, AI capabilities, and performance data
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Major changes to service delivery approaches will be communicated at least 30 days in advance
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Updates typically enhance value and maintain competitive advantage
Tool and Technology Changes:
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We may update AI tools, analytics platforms, or technical systems to improve performance
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Changes prioritize client value, data security, and compliance requirements
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Transition plans ensure continuity and minimize disruption
The digital marketing landscape and AI technologies evolve rapidly. To provide cutting-edge value:
Methodology Updates:
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We continuously refine our methodologies based on industry developments, AI capabilities, and performance data
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Major changes to service delivery approaches will be communicated at least 30 days in advance
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Updates typically enhance value and maintain competitive advantage
Tool and Technology Changes:
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We may update AI tools, analytics platforms, or technical systems to improve performance
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Changes prioritize client value, data security, and compliance requirements
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Transition plans ensure continuity and minimize disruption
3. Your Role as Our Partner
3.1 Client Collaboration Requirements
Success in AI-augmented marketing consulting requires active partnership and shared commitment. As our client, you agree to:
Information Sharing and Transparency:
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Provide complete, accurate, and timely information about your business, target audience, competitive landscape, and strategic objectives
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Share relevant historical performance data, previous marketing efforts, and lessons learned
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Communicate changes in business direction, market conditions, or strategic priorities promptly
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Maintain open, honest communication about challenges, constraints, and feedback
Access and Technical Cooperation:
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Grant necessary access to required platforms, accounts, and systems including websites, analytics tools, social media accounts, advertising platforms, and content management systems
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Provide administrative permissions needed for setup, optimization, and monitoring activities
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Ensure technical contacts are available for integration and implementation support
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Maintain security protocols while enabling necessary access for service delivery
Active Participation and Engagement:
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Participate meaningfully in discovery sessions, strategy meetings, training programs, and review processes
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Provide timely feedback on recommendations, content, and strategic directions
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Engage in collaborative problem-solving and strategic refinement
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Allocate appropriate internal resources for implementation and follow-through
Confidentiality and Professional Standards:
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Protect the confidentiality of Rubix methodologies, frameworks, proprietary processes, and strategic insights shared during our engagement
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Use provided frameworks and strategies only for legitimate business purposes
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Maintain professional standards in all communications and interactions
3.2 Implementation and Follow-Through Responsibilities
Strategic Implementation:
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Work diligently to implement agreed-upon strategies, recommendations, and optimizations within reasonable timeframes
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Allocate appropriate resources (time, budget, personnel) for effective execution
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Monitor implementation quality and communicate obstacles or adjustments needed
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Maintain consistency with strategic direction while adapting to operational realities
Quality Control and Compliance:
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Ensure all implemented strategies comply with applicable laws, regulations, and platform terms of service
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Maintain brand standards and quality control in execution
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Review AI-assisted content and strategies before publication or implementation
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Take responsibility for final business decisions and public-facing content
3.3 Acceptable Use Standards
You agree to use Rubix services, deliverables, and strategic frameworks only for legitimate business purposes and in compliance with applicable laws. Specifically, you agree not to:
Prohibited Uses:
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Use our services, frameworks, or deliverables for illegal, fraudulent, harmful, or deceptive activities
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Misrepresent our services, recommendations, or use our name or reputation inappropriately
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Reverse engineer, copy, redistribute, or commercialize our proprietary methodologies or frameworks without written permission
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Provide false, misleading, or incomplete information that could compromise service quality or compliance
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Use AI-assisted content or strategies in ways that violate platform terms of service, regulatory requirements, or ethical standards
Professional Standards:
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Maintain professional integrity in all marketing and business communications
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Respect intellectual property rights of third parties
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Comply with data protection, privacy, and consent requirements
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Avoid practices that could harm competitors, customers, or the broader business community
4. Investment & Payment Terms
4.1 Service Investment Structure
Our services are provided through professional consulting arrangements tailored to your specific needs and strategic objectives. All fees, payment schedules, deliverables, and performance milestones are detailed in separate statements of work or service agreements.
Pricing Models:
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Project-Based Engagements: Fixed-scope projects with defined deliverables, timelines, and investment
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Strategic Retainer Arrangements: Ongoing consulting relationships with monthly or quarterly investment
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Hybrid Engagements: Combination of project work and ongoing strategic support
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Knowledge Transfer Programs: Educational and training-focused engagements with specialized pricing
Investment Transparency:
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All costs, timelines, and deliverables are communicated clearly before engagement begins
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No hidden fees, surprise charges, or undisclosed scope changes
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Third-party costs (advertising spend, software licenses, platform fees, external tools) are identified separately and billed transparently
4.2 Payment Terms and Procedures
Standard Payment Terms:
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Invoices are due within 30 days of issuance unless otherwise specified in your service agreement
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Payment methods include ACH bank transfer, credit card, and other approved methods as specified
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Late payments may incur interest charges of 1.5% per month or the maximum rate permitted by law, whichever is lower
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Payment delays may result in service suspension or termination at Rubix's discretion
Invoice Management:
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Detailed invoices include clear descriptions of services rendered, time periods covered, and any third-party costs
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Invoice disputes must be raised in writing within 10 days of invoice date
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Undisputed portions of invoices remain due according to standard terms
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Good faith resolution process for addressing billing questions or concerns
Third-Party Cost Management:
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Advertising spend, software subscriptions, platform fees, and external tool costs are billed separately at cost
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Pre-approval required for third-party expenditures exceeding agreed budgets
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Detailed reporting provided for all third-party investments
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Client retains direct relationships with platforms when beneficial
4.3 Subscription and Renewal Terms
Ongoing Service Arrangements:
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Retainer and subscription services automatically renew for successive periods unless terminated
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Either party may terminate ongoing services with 60 days written notice before renewal date
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Pricing adjustments for renewals will be communicated at least 90 days in advance
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Service levels and scope adjustments can be negotiated during renewal periods
4.4 Non-Refundable Elements and Refund Policy
Generally Non-Refundable Components:
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Discovery phases, strategic planning, and initial consultation work
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Custom framework development and methodology creation
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Third-party platform costs, software licenses, and external service fees
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Work completed and delivered according to agreed specifications
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Knowledge transfer sessions and training programs
Refund Availability:
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Before Work Commences: Full refund available with 30 days written notice if no substantive work has begun
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Partial Completion: Pro-rated refunds may be available for genuinely uncompleted work, minus non-refundable elements, setup costs, and work-in-progress that has provided value
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Digital Deliverables: Frameworks, templates, strategies, and digital assets are generally non-refundable once delivered and reviewed
Specific refund terms and procedures may vary based on individual service agreements and will be clearly specified in your contract.
5. Intellectual Property & Deliverables
5.1 Rubix Proprietary Rights and Assets
Rubix retains full and exclusive ownership of all intellectual property developed prior to or independently of our client engagements, including:
Core Methodologies and Frameworks:
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Proprietary consulting methodologies, strategic frameworks, and analytical processes
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AI integration techniques, optimization procedures, and performance measurement systems
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Templates, checklists, worksheets, and educational materials
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Assessment tools, diagnostic instruments, and evaluation frameworks
Technology and Systems:
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AI systems, algorithms, automated workflows, and technical implementations
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Software tools, platforms, integrations, and custom development
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Data models, analytical techniques, and predictive systems
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Process automation and optimization technologies
Expertise and Know-How:
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Professional expertise, trade secrets, competitive intelligence, and strategic insights
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Industry knowledge, best practices, and performance benchmarks
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Training curricula, educational content, and knowledge transfer systems
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Relationship networks, vendor partnerships, and strategic alliances
5.2 Client Rights and Usage Licenses
Upon full payment of applicable fees for specific engagements, you receive comprehensive usage rights designed to empower your business success:
Strategic Framework Licenses:
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Non-exclusive, perpetual license to use delivered frameworks, methodologies, and strategies for your business operations
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Right to implement, adapt, and modify strategies for your specific market conditions and business evolution
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Permission to train internal team members on frameworks and integrate into operational procedures
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Authority to build upon delivered strategies for continuous improvement and expansion
Custom Content Ownership:
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Full ownership of content created specifically for your business, including marketing copy, strategic documents, and customized materials
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Complete editorial control and modification rights for custom-developed content
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Rights to repurpose, republish, and redistribute custom content across your marketing channels
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Ownership of research, analysis, and insights developed specifically for your business context
AI-Enhanced Deliverables Usage:
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Comprehensive usage rights for AI-assisted content, strategies, and recommendations
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Permission to modify, adapt, and build upon AI-enhanced deliverables for business purposes
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Rights to use AI-optimized content across multiple platforms and marketing channels
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Authority to continue AI-assisted strategies using internal resources or third-party providers
5.3 AI-Generated Content Considerations and Limitations
Given the evolving nature of artificial intelligence and intellectual property law, you acknowledge and understand:
Copyright and Ownership Limitations:
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Content generated partially or entirely by AI systems may not qualify for copyright protection under current U.S. and international law
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Pure AI outputs without substantial human creative input may enter the public domain
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We cannot guarantee the uniqueness of AI-generated content across all clients or external sources
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Third-party AI platforms may have terms affecting ownership and usage rights
Compliance and Responsibility:
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You are responsible for ensuring compliance with applicable laws, regulations, and platform terms when using AI-assisted content
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Human review and modification of AI-generated content is recommended for accuracy, relevance, and compliance
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You bear responsibility for final content decisions, publication, and public representation
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AI outputs may inadvertently reference or resemble existing copyrighted works, requiring careful review
Quality and Performance Considerations:
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AI-generated content quality can vary based on input quality, prompt design, and system capabilities
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Human oversight and editing typically improve AI content performance and business relevance
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Content performance may require ongoing optimization and refinement
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Different AI tools may produce varying results for similar inputs
5.4 Portfolio Rights and Case Study Usage
Client Success Documentation:
With your advance written consent (which may be requested after project completion), Rubix may:
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Use anonymized case studies and aggregate results for marketing, educational, and business development purposes
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Reference general project outcomes, strategic approaches, and success metrics in proposals and presentations
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Include anonymized work samples in our portfolio, website, and public presentations
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Share strategic insights and lessons learned (without identifying information) in industry publications and speaking engagements
Confidentiality Protections:
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Usage will never include confidential business information, proprietary data, competitive insights, or personally identifying details without explicit written permission
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All case studies and portfolio pieces will be carefully anonymized to protect client privacy
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Specific performance data, financial information, and strategic details remain confidential unless explicitly authorized
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Right to request removal or modification of portfolio usage at any time
5.5 Attribution and Recognition Standards
Appropriate Attribution:
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When publicly discussing or presenting Rubix methodologies, frameworks, or strategic approaches, appropriate professional attribution is appreciated
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Internal training and documentation should reference source methodologies for accuracy and context
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Attribution helps maintain the integrity and value of strategic frameworks for all clients
Redistribution Restrictions:
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Commercial redistribution, licensing, or resale of Rubix methodologies requires explicit written permission
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Educational or non-commercial sharing should include appropriate attribution and respect intellectual property rights
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Modification and improvement of frameworks for internal use is encouraged and permitted
6. Data Protection & Confidentiality
6.1 Comprehensive Confidentiality Framework
Both Rubix and our clients commit to maintaining strict confidentiality regarding sensitive business information throughout our professional relationship and beyond its conclusion.
Client Confidential Information Includes:
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Business strategies, financial data, customer information, prospect lists, and competitive intelligence
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Proprietary processes, operational procedures, vendor relationships, and strategic partnerships
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Performance data, analytics insights, marketing results, and conversion metrics
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Internal communications, strategic planning documents, and business forecasts
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Personal information of employees, customers, or business contacts
Rubix Confidential Information Includes:
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Proprietary methodologies, strategic frameworks, analytical processes, and optimization techniques
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AI integration procedures, tool selections, technical configurations, and system architectures
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Client lists, engagement details, pricing structures, and service delivery processes
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Performance benchmarks, industry insights, competitive analysis, and strategic intelligence
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Training materials, educational content, and knowledge transfer systems
Confidentiality Exclusions:
Information is not considered confidential if it is: publicly available through legitimate means, independently developed without using confidential information, lawfully received from third parties, or required to be disclosed by law or court order (with advance notice when possible).
6.2 Data Security and Protection Standards
Rubix implements comprehensive technical and administrative safeguards to protect client data throughout the engagement lifecycle:
Technical Security Measures:
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Industry-standard encryption for all data transmission and storage using AES-256 or equivalent standards
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Multi-factor authentication and role-based access controls limiting data access to authorized personnel only
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Regular security assessments including vulnerability testing, penetration testing, and third-party security audits
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Secure backup systems with encryption, geographic distribution, and tested recovery procedures
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Network security including firewalls, intrusion detection, and secure communication protocols
Administrative and Operational Protections:
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Limited access policies ensuring data access only on a legitimate business need-to-know basis
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Staff security training covering data protection, confidentiality obligations, and incident response procedures
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Vendor security requirements including due diligence, contractual protections, and ongoing monitoring
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Incident response procedures with documented protocols for detection, containment, assessment, and notification
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Regular compliance audits to ensure ongoing adherence to security standards and best practices
Data Lifecycle Management:
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Data minimization ensuring collection and retention of only necessary information for service delivery
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Purpose limitation restricting data use to agreed-upon business purposes and contractual obligations
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Retention policies with clear timelines for data deletion or return following engagement conclusion
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Secure disposal using certified data destruction methods for both digital and physical information
6.3 AI Platform Data Usage and Training Restrictions
Critical Client Protection: Given the sensitive nature of AI data processing, Rubix maintains strict policies regarding third-party AI platform usage:
Training Data Restrictions:
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Your confidential data will NOT be used to train third-party AI models without explicit written consent obtained in advance
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We carefully select AI platforms with enterprise-grade privacy protections and clear data usage policies
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Where possible, we use AI services with opt-out provisions for training data usage
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We regularly review AI platform terms and migrate to more protective options when available
AI Platform Selection Criteria:
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Privacy-first platforms with clear commitments to data protection and confidentiality
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Enterprise-grade services offering enhanced privacy controls, data residency options, and contractual protections
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Transparent data policies with clear documentation of data usage, retention, and deletion procedures
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Compliance capabilities supporting GDPR, CCPA, and other relevant data protection requirements
Client Notification and Control:
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We will inform you about which AI platforms may process your data and provide opt-out options for specific tools
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Significant changes to AI platform usage or data policies will be communicated with reasonable advance notice
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You may request information about specific AI tools being used for your projects
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Alternative processing methods will be offered when AI platforms cannot meet your privacy requirements
6.4 GDPR and International Compliance
For clients subject to GDPR, CCPA, or other international data protection regulations:
Legal Framework Compliance:
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Data Processing Agreements executed as required, clearly defining roles as data controller and processor
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Lawful basis documentation establishing legitimate grounds for data processing activities
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Data subject rights fulfillment including access, correction, deletion, portability, and objection rights
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Consent management with clear, informed, and freely given consent for data processing when required
Cross-Border Transfer Protections:
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Adequacy determinations or appropriate safeguards for international data transfers
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Standard Contractual Clauses or equivalent protections when transferring data outside authorized jurisdictions
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Transfer Impact Assessments evaluating risks and implementing additional protections as needed
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Data localization options when required by applicable law or client preferences
Compliance Monitoring and Reporting:
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Data Protection Impact Assessments for high-risk processing activities, especially involving AI systems
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Regular compliance reviews ensuring ongoing adherence to applicable data protection requirements
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Breach notification procedures meeting legal requirements for timing, content, and recipient notification
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Documentation maintenance supporting compliance demonstrations and regulatory inquiries
6.5 Data Retention, Return, and Deletion
Retention Policies:
Client data is retained only as long as necessary for service delivery, legal compliance, and legitimate business interests. Specific retention periods are established based on:
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Service delivery requirements and ongoing engagement needs
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Legal and regulatory obligations including tax, employment, and industry-specific requirements
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Legitimate business interests such as quality assurance, performance analysis, and legal protection
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Client preferences and contractual specifications
Data Return and Deletion:
Upon termination of our professional relationship:
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Client data return in commonly accessible formats within 30 days of termination (unless otherwise specified)
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Secure deletion of remaining client data within 90 days of termination, except where retention is legally required
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Deletion certification provided upon request documenting data destruction completion
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Backup data management ensuring consistent deletion across all storage systems and backup repositories
Legal and Business Record Exceptions:
Certain information may be retained longer for legitimate purposes including:
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Financial records required for accounting, tax, or audit purposes
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Legal compliance documentation and correspondence
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General engagement records for business reference (with identifying information removed)
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Aggregated, anonymized data for business analytics and service improvement
7. AI Governance & Human Oversight
7.1 Human Oversight Framework
Rubix maintains comprehensive human oversight throughout all AI-augmented service delivery to ensure quality, accuracy, ethical compliance, and strategic value.
Human-in-Command Structure:
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Senior consultants retain ultimate authority over all strategic decisions, client communications, and deliverable approval
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AI systems serve as sophisticated tools to enhance human expertise, not replace professional judgment
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Critical business recommendations always include human analysis, context interpretation, and strategic validation
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Quality control processes ensure all AI outputs undergo professional review before client delivery
Oversight Responsibilities by Service Area:
Strategic Analysis and Planning:
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Human experts validate AI-generated market research, competitive analysis, and strategic recommendations
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Professional judgment applied to interpret data patterns, market dynamics, and strategic implications
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Strategic frameworks reviewed for business relevance, market fit, and implementation feasibility
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Final strategic decisions made by qualified consultants with appropriate industry expertise
Content Creation and Optimization:
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AI-assisted content undergoes editorial review for accuracy, brand alignment, and strategic messaging
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Human oversight ensures compliance with platform guidelines, regulatory requirements, and ethical standards
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Editorial judgment applied to tone, positioning, audience appropriateness, and business objectives
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Final content approval requires human sign-off on strategic messaging and brand representation
Data Analysis and Reporting:
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Statistical analysis and data interpretations validated by experienced analytics professionals
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Human experts provide context for data trends, anomalies, and strategic implications
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Performance insights reviewed for accuracy, relevance, and actionable business intelligence
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Reporting recommendations filtered through professional experience and industry knowledge
7.2 AI Bias Prevention and Fairness Commitments
Bias Detection and Mitigation:
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Regular bias assessments of AI tools and outputs across demographic, geographic, and industry dimensions
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Diverse training data evaluation when selecting AI platforms and tools for client services
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Fairness testing particularly for AI systems used in content personalization, audience targeting, or performance analysis
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Human review protocols specifically designed to identify and correct potential bias in AI recommendations
Algorithmic Fairness Standards:
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Non-discrimination principles ensuring AI systems do not unfairly disadvantage any groups or demographics
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Inclusive design practices promoting accessibility and broad applicability of AI-enhanced strategies
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Representation monitoring to ensure AI training data and outputs reflect diverse perspectives and audiences
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Continuous improvement processes incorporating feedback and bias detection into ongoing AI tool selection
Client Protection Measures:
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Bias impact disclosure when AI systems may affect audience targeting or content personalization
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Alternative processing options for clients with specific fairness requirements or sensitive applications
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Human override capabilities allowing rejection or modification of potentially biased AI recommendations
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Regular tool evaluation ensuring AI platforms meet evolving fairness and inclusion standards
7.3 Algorithmic Transparency and Explainability
Decision-Making Transparency:
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Clear explanations of how AI tools contribute to strategic recommendations and analysis
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Methodology documentation describing AI system selection criteria, capabilities, and limitations
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Source attribution distinguishing between AI-generated insights and human professional analysis
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Process transparency explaining how AI outputs are validated, refined, and integrated into deliverables
Client Understanding and Control:
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AI literacy support helping clients understand AI capabilities, limitations, and appropriate applications
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Tool selection input allowing client preferences regarding AI platform choices and usage levels
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Output explanation providing context for AI-generated recommendations and their strategic application
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Alternative methods offering non-AI approaches when clients prefer traditional consulting methods
7.4 AI System Change Management
Platform and Tool Updates:
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Impact assessment of AI system updates on service quality, accuracy, and client outcomes
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Advance notification for significant changes to AI tools that may affect service delivery or results
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Performance monitoring following AI system updates to ensure continued quality and accuracy
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Rollback procedures enabling return to previous AI configurations if performance degrades
Client Communication Standards:
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Material change notification at least 30 days before implementing significant AI system modifications
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Opt-out options for clients who prefer not to use updated AI systems or capabilities
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Alternative service delivery methods when AI changes conflict with client requirements
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Feedback integration incorporating client input into AI tool selection and configuration decisions
7.5 AI Audit Rights and Compliance Verification
Client Audit Rights:
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Service delivery audit access to understand how AI systems are used in your specific engagements
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Compliance verification ensuring AI usage meets agreed-upon standards and regulatory requirements
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Performance review examining AI system accuracy, bias prevention, and quality control measures
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Documentation access to AI governance policies, oversight procedures, and compliance records
Compliance Reporting:
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Regular governance reports documenting AI oversight activities, bias assessments, and quality measures
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Incident reporting for any AI-related issues, errors, or potential bias incidents
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Performance metrics tracking AI system accuracy, human oversight effectiveness, and quality outcomes
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Third-party assessments periodic external reviews of AI governance and compliance practices
8. Professional Standards & Limitations
8.1 Professional Service Warranties
Client Audit Rights:
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Service delivery audit access to understand how AI systems are used in your specific engagements
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Compliance verification ensuring AI usage meets agreed-upon standards and regulatory requirements
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Performance review examining AI system accuracy, bias prevention, and quality control measures
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Documentation access to AI governance policies, oversight procedures, and compliance records
Compliance Reporting:
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Regular governance reports documenting AI oversight activities, bias assessments, and quality measures
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Incident reporting for any AI-related issues, errors, or potential bias incidents
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Performance metrics tracking AI system accuracy, human oversight effectiveness, and quality outcomes
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Third-party assessments periodic external reviews of AI governance and compliance practices
8.2 Realistic Disclaimers and Outcome Limitations
While Rubix is committed to delivering exceptional strategic value, the nature of marketing consulting and AI-augmented services requires realistic expectations:
Marketing Performance Disclaimers:
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No specific outcome guarantees regarding search engine rankings, website traffic levels, lead generation quantities, conversion rates, or revenue increases
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Market dependency acknowledgment that results depend on factors including market conditions, competitive landscape, algorithm changes, economic conditions, and industry dynamics
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Implementation quality impact recognizing that results significantly depend on client execution quality, resource allocation, and strategic follow-through
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Timeline variability understanding that marketing results develop over time and may require sustained effort and optimization
AI System Limitations:
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Probabilistic nature of AI systems that may occasionally produce unexpected, incomplete, or inaccurate results
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Human interpretation requirement for AI outputs to provide strategic context, business relevance, and practical application
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Continuous learning necessity as AI systems evolve and improve through ongoing usage and refinement
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Tool-specific capabilities varying across different AI platforms and applications
External Factor Dependencies:
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Platform changes including algorithm updates, policy modifications, and feature changes beyond our control
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Competitive dynamics as market conditions and competitor actions affect strategy performance
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Regulatory evolution with changing laws and regulations potentially impacting marketing strategies
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Technology advancement requiring ongoing adaptation and strategy refinement
8.3 Limitation of Liability
Liability Cap:
Rubix's total aggregate liability for any and all claims, damages, losses, or expenses arising from or related to our services shall not exceed the total fees paid by you to Rubix in the 12 months immediately preceding the event giving rise to the claim.
Excluded Damages:
Under no circumstances shall Rubix be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including without limitation:
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Lost profits, business interruption, or lost business opportunities
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Loss of data, information, or business records
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Cost of substitute services or alternative strategies
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Reputational harm or loss of goodwill
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Third-party claims or regulatory penalties
This exclusion applies even if Rubix has been advised of the possibility of such damages and regardless of the legal theory under which such damages are sought.
Important Exceptions:
These liability limitations do not apply to:
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Damages caused by Rubix's gross negligence, willful misconduct, or intentional wrongdoing
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Breaches of confidentiality obligations or unauthorized disclosure of client information
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Violations of intellectual property rights or misappropriation of client assets
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Fraud, criminal activity, or violations of law by Rubix personnel
8.4 Mutual Indemnification Framework
Rubix Indemnification Obligations:
Rubix will defend, indemnify, and hold you harmless against third-party claims that:
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Our original deliverables, methodologies, or frameworks infringe valid intellectual property rights
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Our services violate applicable laws or regulations due to Rubix negligence
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Rubix's breach of confidentiality obligations results in third-party claims
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Our AI tool selection or configuration creates compliance violations under applicable law
Client Indemnification Obligations:
You agree to defend, indemnify, and hold Rubix harmless against claims arising from:
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Your misuse, modification, or inappropriate application of our services, deliverables, or recommendations
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Your violation of applicable laws, regulations, or third-party rights in implementing our strategies
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Inaccurate information, false representations, or material omissions you provide to Rubix
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Your failure to implement agreed-upon legal compliance measures or regulatory requirements
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Third-party claims related to your business operations, products, services, or customer relationships
Indemnification Procedures:
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Prompt notification of potential claims to enable effective defense preparation
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Cooperation requirements including providing information, testimony, and assistance as needed
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Defense control with the indemnifying party managing legal strategy and settlement negotiations
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Reasonable cost coverage including attorney fees, court costs, and settlement amounts
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Mitigation obligations requiring good faith efforts to minimize damages and resolve disputes
Indemnification Limitations:
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Monetary caps tied to liability limitations specified elsewhere in this agreement
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Notice requirements with specific timeframes for claim notification and cooperation
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Settlement approval rights ensuring indemnifying party consent for major settlements
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Exclusions for claims resulting from modifications to deliverables or unauthorized usage
9. Service Continuity & Changes
9.1 Force Majeure and External Disruptions
Neither party shall be liable for delays, failures in performance, or inability to perform obligations due to circumstances beyond their reasonable control. Modern force majeure events include:
Traditional Force Majeure Events:
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Natural disasters including earthquakes, floods, hurricanes, and severe weather events
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War, terrorism, civil unrest, and government actions or restrictions
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Labor disputes, strikes, and workforce shortages beyond party control
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Supplier failures and critical vendor disruptions
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Epidemics, pandemics, and public health emergencies
Digital Age Force Majeure Events:
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Cyberattacks and security breaches affecting critical business systems or data
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Cloud service disruptions including major outages of AWS, Microsoft Azure, Google Cloud, or other essential platforms
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AI platform shutdowns or critical API access restrictions affecting service delivery capabilities
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Internet infrastructure failures and widespread connectivity disruptions
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Regulatory changes that materially restrict AI tool usage or marketing practices
Force Majeure Procedures:
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Prompt notification of force majeure events and expected impact on service delivery
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Mitigation efforts using reasonable alternatives and workaround solutions when possible
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Regular status updates regarding resolution progress and timeline estimates
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Service restoration prioritizing resumption of critical client services and deliverables
Force Majeure Effects:
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Performance suspension for affected obligations during the force majeure period
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Timeline adjustments extending deadlines by the duration of the disruption plus reasonable recovery time
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Termination rights if force majeure events continue for more than 90 consecutive days
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No liability for delays, damages, or performance failures during force majeure periods
9.2 Technology and Regulatory Adaptation
The digital marketing landscape evolves continuously. Rubix reserves the right to modify tools, methodologies, and processes to maintain service quality and compliance:
Technology Evolution Management:
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Platform updates adapting to changes in search engines, social media platforms, and advertising systems
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AI advancement integration incorporating improved AI capabilities and emerging tools for enhanced service delivery
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Analytics evolution updating measurement systems and performance tracking methodologies
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Security enhancements implementing improved data protection and privacy measures
Regulatory Compliance Updates:
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Privacy law changes adapting to new data protection requirements and user consent standards
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AI regulation compliance ensuring adherence to emerging AI governance and transparency requirements
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Industry regulation evolution adjusting to new marketing, advertising, and platform policy requirements
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International compliance adapting to new requirements for global or cross-border service delivery
Client Communication Standards:
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Material change notification at least 30 days advance notice for changes significantly affecting service delivery
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Impact explanation describing how changes affect client services, capabilities, or outcomes
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Grandfathering provisions honoring existing agreement terms for reasonable transition periods
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Alternative options when changes create conflicts with client requirements or preferences
9.3 Service Modification and Enhancement Procedures
Continuous Improvement Framework:
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Performance monitoring tracking service quality, client satisfaction, and outcome effectiveness
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Industry best practice integration incorporating proven new methodologies and techniques
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Client feedback incorporation using input to refine processes and enhance value delivery
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Innovation testing piloting new approaches with appropriate client consent and disclosure
Quality Assurance During Changes:
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Parallel testing ensuring new methods meet or exceed current performance standards
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Gradual implementation phasing changes to minimize disruption and enable adjustment
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Performance validation confirming improvements deliver enhanced client value
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Rollback capabilities maintaining ability to return to previous methods if needed
10. Partnership Conclusion
10.1 Termination Rights and Procedures
Termination for Convenience:
Either party may terminate ongoing services with 60 days written notice to enable professional transition and continuity planning.
Termination for Cause:
Either party may terminate immediately upon written notice if the other party:
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Material breach that remains uncured after 30 days written notice and opportunity to remedy
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Payment default failing to make required payments within 10 days after written notice
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Insolvency events including bankruptcy filing, assignment for creditors, or cessation of business operations
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Legal violations engaging in illegal activities or conduct that materially damages the other party's reputation
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Confidentiality breach unauthorized disclosure of confidential information
Termination Notice Requirements:
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Written notice delivered via email and certified mail to primary business contacts
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Specific reason statement for cause-based terminations with opportunity to cure where applicable
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Transition timeline outlining final service delivery dates and handover procedures
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Outstanding obligation clarification regarding payments, deliverables, and ongoing responsibilities
10.2 Post-Termination Obligations and Procedures
Final Service Delivery:
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Completed work delivery for all services rendered through the termination date
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Work-in-progress completion for deliverables substantially completed at termination
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Transition documentation including strategic recommendations, performance data, and implementation guidance
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Knowledge transfer sessions to ensure continuity and effective strategy continuation
Financial Settlement:
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Final invoice processing for all services rendered through termination date
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Outstanding payment collection for completed work and non-refundable elements
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Third-party cost reconciliation for platform fees, advertising spend, and external service costs
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Refund calculation for any prepaid services that will not be delivered
Asset and Access Management:
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Client material return including credentials, access codes, and proprietary information
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Data handling compliance following agreed data retention, return, or deletion procedures
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System access revocation removing Rubix access to client platforms and systems
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Intellectual property transition ensuring proper licensing and usage rights for delivered frameworks
10.3 Refund Policy and Procedures
Refund Eligibility Assessment:
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Pre-commencement refunds full refund available with 30 days written notice if no substantive work has begun
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Partial completion refunds pro-rated calculations based on work completed, value delivered, and non-refundable elements
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Non-refundable elements including discovery work, setup costs, third-party expenses, and delivered digital assets
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Value-delivered consideration accounting for strategic insights, frameworks, and knowledge transfer completed
Refund Calculation Methodology:
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Proportional refund calculation based on uncompleted work minus non-refundable components
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Value adjustment considering strategic value delivered even for incomplete projects
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Third-party cost exclusion removing platform fees, advertising spend, and external service costs from refund calculations
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Administrative cost consideration reasonable deduction for project setup, account management, and transition costs
Refund Processing:
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Timeline commitment processing approved refunds within 30 days of termination and final calculation
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Payment method consistency refunds processed using original payment method when possible
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Documentation provision detailed calculation explanation and justification for refund amount
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Dispute resolution good faith negotiation process for refund disagreements
10.4 Relationship Survival Provisions
Continuing Obligations:
The following provisions survive termination of our professional relationship indefinitely or as specified:
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Confidentiality obligations maintaining protection of sensitive information permanently
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Intellectual property rights respecting ongoing ownership and licensing arrangements
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Payment obligations ensuring settlement of all fees for services rendered
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Data protection commitments honoring data handling, retention, and deletion requirements
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Indemnification provisions maintaining protection against specified third-party claims
Post-Termination Cooperation:
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Transition assistance providing reasonable support for strategy continuation and implementation
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Reference provision offering professional references based on successful engagement outcomes
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Alumni relationship maintaining professional network connections and industry relationship
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Future engagement consideration openness to renewed collaboration under appropriate circumstances
11. Legal Framework
11.1 Governing Law and Jurisdiction
11.2 Dispute Resolution Process
Good Faith Negotiation Requirement:
Before initiating formal legal proceedings, both parties commit to attempting resolution through direct negotiation:
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Senior representative engagement with decision-making authority from both organizations
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30-day negotiation period for good faith discussion and problem-solving
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Documentation of efforts maintaining records of negotiation attempts and outcomes
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Escalation timeline clear progression from operational to executive-level discussions
Alternative Dispute Resolution Options:
If direct negotiation fails to resolve disputes, parties may elect:
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Mediation using a qualified mediator experienced in professional service agreements
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Arbitration through the American Arbitration Association Commercial Arbitration Rules
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Expedited procedures for disputes involving smaller amounts or urgent timeline requirements
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Expert determination for technical disputes involving AI systems, performance metrics, or industry standards
Litigation as Final Resort:
Unresolved disputes proceed to court proceedings in Delaware jurisdiction with:
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Document discovery limited to relevant materials to control costs and timeline
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Expert witness utilization for technical AI or marketing industry matters
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Settlement conference court-supervised negotiation before trial
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Appeal rights maintained according to applicable court procedures
11.3 Attorney Fees and Legal Costs
Prevailing Party Recovery:
In any legal proceeding or dispute resolution process, the substantially prevailing party may recover reasonable attorney fees, expert witness costs, court costs, and other litigation expenses from the non-prevailing party.
Cost-Benefit Consideration:
Both parties acknowledge that legal proceedings can be expensive and disruptive, and agree to consider the proportionality of legal costs to the dispute value when making strategic decisions about dispute escalation.
11.4 Contract Interpretation and Modification
Entire Agreement:
These Terms & Conditions, together with any executed service agreements, statements of work, and referenced policies, constitute the entire agreement between the parties and supersede all prior negotiations, representations, proposals, and agreements relating to the subject matter.
Amendment Requirements:
These terms may only be modified through:
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Written agreement signed by authorized representatives of both parties
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Electronic signature using legally recognized digital signature platforms
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Specific reference to the sections being modified and the nature of changes
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Version control maintaining clear records of agreement versions and effective dates
Severability and Interpretation:
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Severability provision if any clause is found unenforceable, the remainder of the agreement remains in full force and effect
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Reformation authority courts may modify unenforceable provisions to achieve the parties' intent within legal bounds
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Interpretation standards applying Delaware contract law principles and commercial reasonableness
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Ambiguity resolution interpreting unclear provisions in favor of the party who did not draft the specific language
Assignment and Transfer Rights:
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Client assignment restrictions you may not assign rights or delegate obligations without prior written consent from Rubix
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Rubix assignment rights we may assign this agreement in connection with merger, acquisition, sale of business, or ownership transfer
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Successor obligations ensuring assignment recipients are bound by all original agreement terms
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Notification requirements providing reasonable advance notice of any approved assignments
12. Updates & Communication
12.1 Terms and Conditions Updates
Update Authority and Frequency:
Rubix may periodically update these Terms & Conditions to reflect:
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Changes in applicable laws, regulations, or industry standards
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Evolution of our services, AI capabilities, or technology platforms
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Enhancement of client protections or service delivery standards
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Industry best practices and professional standards development
Notification and Implementation Process:
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60-day advance notice for material changes that significantly affect client rights, obligations, or service delivery
-
Email notification to primary contact addresses with clear description of changes and effective dates
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Website posting of updated terms with version tracking and change summaries
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Continued service acceptance constitutes agreement to updated terms after effective date
Client Rights During Updates:
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Review period providing adequate time to assess changes and implications
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Termination right ability to terminate services with 30 days written notice if you disagree with material changes
-
Grandfathering provisions honoring existing agreement terms for reasonable transition periods when possible
-
Clarification availability opportunity to discuss changes and implications with Rubix representatives
12.2 Communication Standards and Procedures
Primary Communication Channels:
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Email correspondence for routine business communications, questions, and non-urgent matters
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Video conferencing for strategy sessions, presentations, and complex discussion topics
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Phone communication for urgent matters requiring immediate attention or clarification
-
Written documentation for formal notices, legal communications, and agreement modifications
Response Time Commitments:
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Business inquiries response within one business day during normal business hours (Monday-Friday, 9 AM - 6 PM EST)
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Urgent matters same-day response when clearly marked urgent and received during business hours
-
Legal notices acknowledgment within 48 hours with substantive response timeline communicated
-
Technical issues priority response with escalation procedures for service-affecting problems
Formal Notice Requirements:
Legal notices, termination notices, and other formal communications must be delivered to:
For Rubix:
Email: [email protected]
Address: Snunit 2, Kiryat ata, Israel
For Clients:
Email and address as specified in individual service agreements or as updated through written notice.hen relevant
12.3 Language and Accessibility
Primary Language:
These Terms & Conditions are written in English and constitute the official, binding version of the agreement. If translated into other languages for convenience, the English version governs in case of conflicts or ambiguities.
Accessibility Commitment:
Rubix is committed to making these terms accessible and understandable:
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Plain language usage wherever possible while maintaining legal precision
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Clear structure with headings, sections, and logical organization
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Digital accessibility ensuring terms are readable by screen readers and assistive technologies
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Explanation availability offering clarification of complex terms or provisions upon request
Cultural and International Considerations:
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Time zone awareness in scheduling communications and setting response expectations
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Cultural sensitivity in business communications and professional interactions
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Regulatory awareness considering international privacy, data protection, and business law requirements
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Currency and measurement using clear standards and conversions when relevant
