1. Acceptance and Scope of Terms

By accessing, using, or contracting for Sophizo services, you ("Client") accept and agree to be legally bound by these Terms of Service. These terms apply to all fractional executive services, AI consulting, assessments, and paid engagements provided by Sophizo.

Contract Formation for Paid Services: A binding service agreement for paid consulting services is formed when (a) you submit a signed Statement of Work, (b) make payment for services, or (c) begin receiving paid deliverables from Sophizo.

Free Resources: Access to free tools, calculators, and gated content is governed by Section 3 (Free Resources License) and does not create a consulting engagement. By downloading gated content, you agree only to those limited terms and our Privacy Policy.

2. Services Description

Sophizo provides specialized fractional executive and AI-augmented revenue intelligence consulting services operating under the "Build, Train, Exit" philosophy, designed to build systems, train your team, and transition ownership to you.

2.1 Fractional Executive Services

Fractional Chief Revenue Officer (CRO): Pipeline optimization, revenue operations, sales process engineering, and growth strategy at $5,000/month
Fractional Chief Marketing Officer (CMO): Demand generation, brand strategy, marketing operations, and multi-touch attribution at $5,000/month
AI Revenue Officer (Add-On): AI vendor selection, implementation oversight, scaling strategy, and governance frameworks at $3,500/month
Engagement Model: Player-coach approach with hands-on execution and strategic oversight

2.2 Modular Execution Pods

Data Science Pod: Predictive analytics, forecasting models (ForecastIQ), business intelligence dashboards
RevOps Pod: CRM optimization, process automation, tech stack integration
Custom Pods: Tailored engagement models based on specific business needs

2.3 Assessment & Diagnostic Services

Foundation Assessment: Stakeholder interviews and 30-day action plan ($1,200)
Technology Deep Dive: Complete tech audit with 60-day roadmap ($2,800)
Complete Transformation Blueprint: Market analysis with 12-month roadmap ($2,997)

2.4 Service Levels and Guarantees

48-Hour Response Guarantee: Initial analysis and recommendations within 48 business hours for crisis assessments
Performance Standards: Deliverables meet McKinsey-level consulting standards and agreed specifications
Quality Assurance: Senior expert review of all strategic recommendations
Response Time SLA: Email responses within 4 business hours, urgent issues within 1 hour
Limitation: Guarantees apply to service delivery, not business outcomes which depend on implementation and external factors

2.5 Performance Metrics and Remedies

SLA Failure Remedies: Service credits equal to 10% of monthly fees for each SLA violation
Escalation Process: Formal performance review after two consecutive SLA failures
Benchmarking: Performance measured against industry consulting standards
Quarterly Reviews: Systematic service quality assessments and optimization

3. Free Resources and Lead Magnets

3.1 Gated Content and Tools

Sophizo provides free resources including but not limited to:

Revenue Chaos Scorecard
AI Transformation Pricing Calculator
Business Diagnostic Assessments
ROI Calculators and Benchmarking Tools
Playbooks, Templates, and Guides
90-Day Onboarding Checklists

3.2 Terms of Free Resource Usage

Email Registration: Access to gated content requires valid email registration and acceptance of these free resource terms
Communication Consent: By downloading, you consent to receive relevant educational and promotional communications in compliance with CAN-SPAM, GDPR, and applicable marketing laws
Unsubscribe Rights: You may unsubscribe at any time via link in communications; we honor all opt-out requests within 10 business days
Privacy Policy: Your data is handled according to our Privacy Policy
Personal Use Only: Free resources licensed for individual business use, not resale or redistribution
No Warranty: Free tools provided "as-is" without guarantees of specific business outcomes
Limited Agreement: Downloading free resources does not bind you to paid service terms, arbitration clauses, or indemnification provisions

4. Testimonials, Case Studies, and Social Proof

4.1 Testimonial Collection and Usage

Voluntary Participation: Testimonials collected only with explicit client consent
Accuracy Requirement: All testimonials represent genuine client experiences and outcomes
Results Disclaimer: Individual results vary; testimonials do not guarantee similar outcomes
Right to Decline: Clients may decline testimonial requests without impact on services

4.2 Case Study Development

Written Approval: Case studies require separate written client approval before publication
Anonymization Options: Clients may request anonymized case studies protecting company identity
Review Rights: Clients may review and approve case study content before publication
Revocation: Clients may request removal of case studies with 30 days written notice
Metric Verification: All performance metrics in case studies are verified and documented

4.3 Logo and Brand Usage

Client Logo Display: Requires separate written permission
Usage Scope: Limited to Sophizo website, presentations, and marketing materials
Brand Guidelines: Client logos displayed according to client brand guidelines
Removal Request: Clients may request logo removal at any time

5. Payment Terms and Billing

5.1 Fractional Executive Fees

Monthly Retainer: Fractional CRO and CMO services billed monthly in advance
Add-On Services: AI Officer and modular pods billed according to engagement agreement
Payment Methods: Stripe secure processing, ACH transfer, or approved corporate accounts
Currency: All fees in USD unless otherwise specified

5.2 Assessment and Project Fees

Fixed-Fee Projects: Due 50% upon engagement, 50% upon delivery
Hourly Engagements: Billed monthly in arrears, net 15 days
Late Payments: 1.5% monthly interest on overdue amounts after 30 days

5.3 Refund Policy

Satisfaction Guarantee: If deliverables fail to meet specified professional standards, full remediation or refund available
Service Delivery Issues: Full refund if deliverables not provided within agreed timeframes
Client Cancellation: Prorated refund for unused retainer with 30 days notice
Exclusions: No refunds for business results, market conditions, or client implementation issues

5.4 Subscription Services

Billing Cycle: Monthly or annual as selected
Cancellation: 30 days written notice required for fractional engagements
Auto-Renewal: Retainers continue unless cancelled
Price Changes: 60 days notice for retainer price modifications

6. Intellectual Property Rights

6.1 Sophizo Intellectual Property

Proprietary Methodologies: Build-Train-Exit framework, mathematical models, assessment tools remain Sophizo property
Wall Street-Grade Frameworks: McKinsey-style analytical methodologies are licensed for client use, not owned
Software and Tools: All digital tools, calculators, and platforms are licensed, not sold
Content and Materials: Training materials, playbooks, and templates are Sophizo intellectual property

6.2 Client Intellectual Property

Client Data: All client business data, processes, and confidential information remain client property
Custom Implementations: Client-specific configurations and customizations belong to client
Derived Insights: Business intelligence derived from client data belongs to client
Build-Train-Exit Transition: Systems built during engagement transfer to client ownership upon exit phase completion

6.3 Work Product and Deliverables

Reports and Analysis: Client receives unlimited use rights for internal business purposes
Strategic Recommendations: Client may implement and modify as needed
Training Materials: Licensed for internal client use only
Restrictions: Client may not resell, redistribute, or compete using Sophizo proprietary methodologies

7. Confidentiality and Data Protection

7.1 Mutual Non-Disclosure

Confidential Information: Business data, strategies, financial information, and proprietary processes
Protection Standard: Same level of care as party protects its own confidential information
Duration: 5 years post-engagement or indefinitely for trade secrets
Exceptions: Publicly available information, independently developed, or legally required disclosure

7.2 Competitive Safeguards

No Sharing: Client strategies and data never shared with competitors
Industry Separation: Reasonable measures to prevent conflicts of interest
Disclosure: Sophizo will disclose potential conflicts and obtain client approval

7.3 Data Security

Security Standards: Enterprise-grade infrastructure, encryption, access controls
Data Processing: Compliant with GDPR, CCPA, and applicable privacy laws
Breach Notification: Immediate notification of any security incidents
Data Retention: Client data retained only as long as necessary for service delivery
Cyber Security Insurance: Professional liability coverage for data breaches

8. AI & Technology Specific Terms

8.1 AI Officer Services Scope

The AI Revenue Officer add-on focuses specifically on:

Vendor Selection: Evaluation and recommendation of AI tools and platforms
Implementation Oversight: Project management and quality assurance for AI deployments
Scaling Strategy: Frameworks for expanding AI capabilities across the organization
Governance Frameworks: Policies, compliance, and risk management for AI usage
Exclusion: AI Officer does NOT provide forecasting services (handled by Data Science Pod)

8.2 Algorithm Transparency

Methodology Disclosure: Framework descriptions available upon request
Bias Protection: Regular algorithm auditing for bias detection
Technology Evolution: Updates to methodologies based on AI advancement

8.3 AI Training Data Protection

Client Data Exclusion: Client data will not be used for AI model training without explicit consent
Output Ownership: All AI-generated insights belong to client
Competitive Safeguards: No cross-client data sharing

9. Professional Standards and Disclaimers

9.1 Professional Services Standards

Industry Best Practices: Services performed according to recognized consulting standards
Qualified Personnel: Work performed by experienced professionals with relevant expertise
Wall Street Rigor: AI experience since 2016 with enterprise-grade methodologies
Professional Liability Insurance: Coverage for errors and omissions

9.2 Business Advice Disclaimer

Advisory Nature: Recommendations are professional opinions, not guarantees of business outcomes
Implementation Risk: Client responsible for implementation decisions and execution
Market Conditions: Results may vary based on market conditions, competition, and external factors
Due Diligence: Client should conduct independent evaluation of recommendations
Results Variance: Metrics cited (e.g., "95% accuracy," "10x output") are based on specific client scenarios and may not be achievable in all situations

10. Industry-Specific Compliance

10.1 SaaS and Technology Clients

Integration Standards: API and data integration following industry best practices
SOC 2 Awareness: Services designed with security compliance in mind
Scalability: Recommendations consider growth trajectory and technical debt

10.2 PE Portfolio Companies

Value Creation Focus: Engagement aligned with PE investment thesis
Reporting Standards: Board-ready documentation and metrics
Exit Preparation: Build-Train-Exit methodology supports eventual exit scenarios

10.3 Healthcare and Financial Services

HIPAA Compliance: Business Associate Agreements when handling PHI
GLBA Compliance: Enhanced data protection for financial information
Enhanced Security: Additional safeguards for regulated industries

11. Limitation of Liability and Indemnification

11.1 Liability Limitations

Maximum Liability: Total liability limited to fees paid for the specific service in the preceding 12 months
Excluded Damages: No liability for indirect, consequential, incidental, special, or punitive damages
Business Losses: No liability for lost profits, business interruption, or opportunity costs
Time Limitation: Claims must be brought within 12 months of service completion

11.2 Client Indemnification

Client agrees to indemnify Sophizo against claims arising from:

Client's implementation of recommendations
Client's use of deliverables beyond scope of license
Client's breach of confidentiality or intellectual property terms
Third-party claims related to client's business operations
Testimonials or case study content approved by client

12. Force Majeure

Neither party shall be liable for delays or failures due to circumstances beyond reasonable control, including:

Natural disasters, pandemics, government actions
Internet outages, cyber attacks, infrastructure failures
Supplier failures, material shortages
Labor disputes, transportation disruptions

13. Termination

13.1 Termination for Convenience

Either Party: May terminate with 30 days written notice
Build-Train-Exit Transition: Upon termination, Sophizo will provide reasonable transition support
Work in Progress: Sophizo will complete current deliverables or provide prorated refund
Final Invoice: Payment due for completed work within 30 days

13.2 Termination for Cause

Immediate Termination: Material breach, non-payment, confidentiality violation
Cure Period: 15 days to remedy breach before termination
Effect: Immediate cessation of services, payment due for completed work

13.3 Survival

These provisions survive termination: confidentiality, intellectual property, testimonial rights, payment obligations, limitation of liability, dispute resolution.

14. Dispute Resolution

14.1 Informal Resolution

Parties agree to attempt good-faith resolution through direct communication before formal proceedings.

14.2 Mediation

Unresolved disputes will first be submitted to mediation before arbitration.

14.3 Mandatory Arbitration

Binding Arbitration: All disputes resolved through binding arbitration
Rules: American Arbitration Association Commercial Arbitration Rules
Location: Arbitration conducted virtually or in mutually agreed location
Arbitrator: Single arbitrator with relevant business consulting experience

14.4 Class Action Waiver

Client agrees to resolve disputes individually and waives rights to participate in class action lawsuits or collective arbitration proceedings.

14.5 Exceptions

Intellectual property disputes
Confidentiality violations
Collection of undisputed fees
Injunctive relief for irreparable harm

15. Governing Law and Jurisdiction

Governing Law: Delaware State Law (without conflict of law principles)
Federal Law: Federal law applies where relevant
Jurisdiction: Delaware courts for matters not subject to arbitration
International Clients: These terms apply regardless of client location

16. General Provisions

16.1 Entire Agreement

These terms, together with signed service agreements and statements of work, constitute the entire agreement between parties.

16.2 Modifications

Terms may be modified only by written agreement signed by both parties. Website updates to general terms effective with 30 days notice.

16.3 Severability

If any provision is found unenforceable, the remainder of the agreement remains in full force and effect.

16.4 Assignment

Client may not assign rights without written consent. Sophizo may assign to affiliates or in connection with business sale.

16.5 Waiver

Failure to enforce any term does not constitute waiver of future enforcement.

16.6 Independent Contractor Relationship

No Employment: Sophizo and its personnel are independent contractors, not employees, agents, partners, or joint venturers of Client
No Fiduciary Duty: This agreement does not create a fiduciary relationship; Sophizo provides professional advice but Client retains all business decision authority
Tax Responsibility: Sophizo is solely responsible for its own taxes, insurance, and benefits
No Authority to Bind: Neither party has authority to bind the other to contracts or obligations with third parties
Client Control: While Sophizo provides strategic guidance, Client maintains full control over business operations and personnel

17. Contact Information

For questions about these terms:

Legal Inquiries: legal@sophizo.net
Contract Questions: Use contact form marked "Terms of Service"
Dispute Notice: Must be sent via certified mail to registered business address

Last Updated: January 2026
Effective Date: January 1, 2026
Version: 3.0 (Fractional Executive & AI Consulting Services Agreement)
Jurisdiction: Delaware, USA