Legal · Implementation

Implementation Services Agreement.

Version implementation-2026-07-28-v3 · Effective July 28, 2026

1. Parties and contract

This Implementation Services Agreement (“Agreement”) is between Sky Hood Ventures LLC, an Arizona limited liability company doing business as Next Standard Systems (“NSS”), and the business identified by the authorized account holder accepting the Order (“Customer”). The contract consists of this Agreement, the server-generated Order accepted at checkout, the Business Terms of Use, and the Privacy Policy. If terms conflict, the Order controls scope and price, this Agreement controls implementation-specific matters, and the Business Terms control everything else.

2. Order formation and electronic signature

The Order is formed only when Customer reviews the checkout summary, types the signer’s name, affirmatively accepts the current documents and exact pre-tax subtotal, authorizes the one-time charge of that subtotal plus applicable tax calculated at Stripe Checkout, confirms authority to bind Customer, and consents to electronic records and signature. NSS records the document versions and hashes, scope snapshot and hash, signer name, timestamp, account, user agent, and a keyed hash of the network address. Stripe checkout will not open without a matching current agreement record. Stripe’s successful payment confirmation makes the Order effective.

3. Packages and standard scope

The accepted Order states the Foundation scope and applicable pre-tax subtotal. A future price change requires a new published agreement version and Order; it does not change an already accepted Order. “Setup,” “system,” “journey,” or “assistant” means reasonable configuration of tools and materials selected for the Customer’s documented needs; it does not mean custom enterprise software, an unlimited quantity of assets, or unlimited ongoing services.

4. AI Customer Information Assistant

Foundation includes configuration of one automated, customer-facing AI Customer Information Assistant (“Customer Assistant”) for one compatible Customer-controlled website identified in the Order or Build Brief. It is intended to answer routine factual questions about Customer’s own business using Customer-approved source material and to direct a visitor to a human or published resource when appropriate.

4.1 Disclosure, availability, and human escalation

• The Customer Assistant must clearly identify itself as an AI assistant and provide a reasonably accessible human contact path.
• It is designed for automated around-the-clock availability, subject to third-party model and hosting availability, maintenance, usage limits, safety controls, internet failures, and events beyond reasonable control. “24/7” describes intended automated availability—not human staffing, uninterrupted service, or a service-level guarantee.
• Customer will maintain a working human escalation channel and will not represent the Customer Assistant as a human.
• NSS will provide or identify a reasonable way to pause or disable the Customer Assistant if information is outdated, a material error is reported, or continued operation may be unsafe or unlawful.

4.2 Source material, testing, and updates

Customer will provide accurate, current, and lawfully usable source material, including approved hours, service descriptions, service area, policies, price ranges, and contact information. Before publication, Customer will test representative questions and either approve the configured behavior or identify specific material nonconformities. Customer remains responsible for promptly reporting changed facts and reviewing material updates. Ongoing monitoring, content updates, maintenance, model usage, and hosting after handoff are excluded unless a signed Order expressly includes them.

4.3 Prohibited and excluded functions

The Customer Assistant has no authority to bind Customer, enter a contract, make a warranty, accept payment, or finally confirm price, inventory, appointments, eligibility, or availability. It may not make or materially assist employment, credit, lending, housing, insurance, education, healthcare, legal, or other consequential or high-impact decisions; provide legal, medical, financial, tax, employment, safety-critical, or other licensed-professional advice; or solicit payment-card numbers, government identifiers, protected health information, credentials, or other sensitive or regulated personal information.

Lead capture or storage of visitor personal information is excluded unless a signed Order expressly lists it and Customer has implemented an appropriate visitor privacy notice, consent choices, retention rules, and other legally required controls. The Customer Assistant is not intended for a website or service directed to children.

5. Exclusions and assumptions

Unless an Order expressly says otherwise, fees exclude:

• third-party subscriptions, AI-model usage, hosting, domains, premium themes or plugins, stock assets, printing, advertising spend, and other vendor charges;
• paid advertising strategy, creative production, campaign creation, buying, placement, or management;
• custom software, complex integrations, data migration or cleansing, ecommerce catalogs, multilingual builds, accessibility certification, legal drafting, and regulatory compliance work;
• social-media page creation or management, ongoing posting, community management, email sending, content production, website maintenance, AI monitoring or retraining, SEO guarantees, or ongoing human implementation after handoff;
• work, deliverable quantities, features, or revisions outside the accepted Order; and
• guaranteed rankings, audience growth, traffic, leads, conversions, revenue, profit, or other business outcomes.

Foundation includes the implementation-client OS workspace access described in the accepted Order and does not create a recurring $79 OS charge. NSS may not convert Foundation into a recurring subscription without a separate checkout and recurring-charge authorization. The hosted NSS platform and internal Operating Assistant are licensed, not sold or assigned.

6. Discovery, specifications, and change orders

The Build Brief and kickoff confirm Customer-specific details within the accepted package. They may clarify implementation choices but may not expand the package. NSS will identify material assumptions and obtain Customer approval before a material departure from the Order.

A change in scope, deliverable quantity, platform, approved direction, integration, schedule, or third-party requirement must be documented in a written change order stating added fees and timing. Email approval from the authorized project contacts is a signed writing for this purpose. NSS has no obligation to perform extra work before approval.

7. Schedule and dependencies

The target sequence is approximately five weeks after complete onboarding, all required content and access are received, and any third-party prerequisites are available. This is a good-faith estimate, not a guaranteed deadline. The Order may contain a more specific estimate.

Customer will provide one authorized decision-maker, accurate content, timely consolidated feedback, lawful access to accounts, and decisions or approvals within three business days when reasonably requested. Customer delay, changed direction, missing material, acceptance testing, third-party review, platform outage, or force-majeure event extends the schedule reasonably. If Customer is unresponsive for 15 days, NSS may pause the project; after 30 days, NSS may close it under Section 11 after notice.

8. Access and security

Customer will not place passwords, API keys, payment-card data, Social Security numbers, protected health information, or other sensitive credentials in the Assessment, Build Brief, email, or Operating Assistant. NSS will specify an approved secure access method. Customer should grant role-based or delegated access rather than share a master password whenever a platform supports it, and should revoke NSS access after handoff unless ongoing access is separately agreed.

9. Review, revisions, and acceptance

Customer receives up to two consolidated rounds of reasonable revisions for each applicable customer-facing creative deliverable, such as a logo, website design, or Customer Assistant configuration. A “round” is one consolidated set of comments delivered by the authorized contact. Reworking an approved direction, new content, new pages or assets, platform changes, or additional rounds require a change order.

Customer will review a delivered item within 10 business days and either accept it or identify specific material nonconformities with the Order. NSS will correct verified nonconformities and resubmit. An item is accepted when Customer approves it, uses or publishes it, or does not provide a specific rejection within 10 business days after delivery. Acceptance does not waive latent defects that could not reasonably have been identified during review.

10. Fees, taxes, and third-party costs

The full one-time Order price is due at checkout and processed by Stripe. Applicable taxes may be added based on billing information. Customer is responsible for approved third-party charges and for maintaining third-party subscriptions needed after handoff. NSS will not incur a noncancelable third-party charge for Customer without written approval. Failed or reversed payment permits NSS to pause work and withhold delivery or assignment until resolved.

11. Cancellation and refunds

Customer may cancel by written notice to support@nextstandardsystems.com. If cancellation is received before NSS begins substantive discovery, scheduling, configuration, design, development, content preparation, or other project work, NSS will refund the full implementation payment.

After work begins, NSS may retain only (a) the reasonable value of work actually performed through cancellation, measured against the Order scope and documented project activity, and (b) approved noncancelable third-party costs. NSS will refund the unearned balance. NSS will provide a reasonable written accounting on request. If NSS terminates without Customer breach, NSS will refund the unearned balance and provide completed paid-for work in its then-current form. If Customer materially breaches and does not cure within 10 days after notice, NSS may terminate and apply the same earned-work calculation. Rights that cannot lawfully be waived remain unaffected.

12. Customer materials and approvals

Customer owns and is responsible for Customer-provided names, logos, text, images, customer lists, testimonials, claims, policies, and other materials. Customer represents it has the necessary rights and that the materials and requested use do not infringe, deceive, defame, or violate law. Customer—not NSS—is responsible for final factual, pricing, offer, industry, privacy, accessibility, testimonial, and legal review of Customer-facing content before publication. NSS may refuse material reasonably believed unlawful or infringing.

13. Ownership and license

13.1 Customer-specific final deliverables

After NSS receives full payment, NSS assigns to Customer all right, title, and interest NSS owns in the final, Customer-specific logo artwork, website design and source files, Customer-specific copy, configured workflows, dashboards, Customer-approved knowledge materials and configuration created specifically for the Customer Assistant, and other final deliverables expressly identified in the Order (“Customer Deliverables”), excluding the Retained Materials below. NSS will reasonably cooperate with documents needed to confirm that assignment, at Customer’s expense for extraordinary requests.

13.2 Retained Materials

NSS retains all rights in preexisting or generally reusable software, platform code, assessment and scoring methods, prompts, know-how, processes, templates, frameworks, playbooks, libraries, components, generic workflows, and improvements (“Retained Materials”), including Next Standard OS. To the extent Retained Materials are embedded in a Customer Deliverable, NSS grants Customer a perpetual, worldwide, nonexclusive, royalty-free license to use, reproduce, display, modify, and distribute them solely as part of or to support that Customer Deliverable. Customer may allow its vendors and successor business to exercise that license for Customer’s benefit, but may not extract and sell Retained Materials as a standalone product or competing service.

13.3 Third-party materials and Customer materials

Third-party software, fonts, stock assets, themes, plugins, and platforms remain subject to their own licenses, which may require Customer payment or account ownership. Customer Materials remain Customer’s property. NSS receives a limited license to use them only to perform the Order. NSS will not publicly use Customer’s name, logo, deliverables, or testimonial as an endorsement or portfolio item without separate written permission.

14. Confidentiality and data

Each party will protect the other’s nonpublic business information with reasonable care and use it only for the project, subject to the confidentiality terms in the Business Terms. The Privacy Policy applies to personal information. Customer authorizes NSS personnel and bound contractors to access Customer Data only as necessary to perform the Order.

15. Independent contractor; non-exclusivity

NSS is an independent contractor and controls how the work is performed, subject to the Order. This Agreement creates no employment, agency, partnership, joint venture, franchise, or fiduciary relationship. NSS may serve other customers, including in similar industries, but will not disclose Customer confidential information or reuse Customer-specific final deliverables.

16. Warranties and correction remedy

NSS warrants that it will perform implementation services in a professional and workmanlike manner consistent with generally accepted practices. Customer must notify NSS of a claimed breach within 30 days after acceptance of the affected deliverable. NSS’s first obligation is to reperform or correct the nonconforming work; if NSS cannot do so within a reasonable period, Customer’s exclusive warranty remedy is a refund of the fees reasonably allocable to that nonconforming work.

Except for this express warranty, the disclaimers in the Business Terms apply. NSS does not warrant third-party products or business outcomes and does not provide licensed-professional advice.

17. Liability, indemnity, and disputes

The limitation-of-liability, indemnification, Arizona governing-law, Maricopa County venue, informal-dispute, attorneys’ fees, and jury-waiver provisions in the accepted Business Terms are incorporated into this Agreement. For purposes of the liability cap, fees paid under the affected Order are amounts paid for the Service giving rise to the claim.

18. Records, notices, and complete agreement

Electronic records and signatures have the same effect as paper originals. Customer should download or print this Agreement and retain the Stripe receipt and checkout summary; NSS retains the accepted versions and scope evidence. Project notices may be sent to the account email or authorized project contact. Legal notices to NSS must be sent to legal@nextstandardsystems.com. Changes require a written change order or amendment accepted by both parties. If a provision is unenforceable, it will be narrowed and the remainder remains effective.