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Terms of Service

Last Updated: December 26, 2025

These Terms of Service ("Terms") govern your access to and use of services provided by Sovereign Logic by Larry Coons ("Sovereign Logic," "we," "us," or "our"). By using our services, you agree to be bound by these Terms.

Related Legal Documents: These Terms should be read in conjunction with our Privacy Policy and Affiliate Disclosure. All three documents are incorporated by reference into any quotes, invoices, or service agreements we provide.

1. Acceptance of Terms

By accessing our website, submitting our intake form, making a payment, or using our services, you agree to:

• Be bound by these Terms of Service
• Comply with our Privacy Policy
• Acknowledge our Affiliate Disclosure
• Accept our Consulting Services Agreement
• Be of legal age (18+) to enter into binding contracts

If you do not agree to these Terms, you must not use our services.

2. Services Description

Sovereign Logic provides Platform as a Service (PaaS) consulting and implementation services, including but not limited to:

• AWS infrastructure setup and management
• AI chatbot integration and customization
• Template and framework implementation
• Technical consultation and support
• Custom development and integrations

2.1 Affiliate Marketing and Referrals

How This Affects Our Services:

• Product Recommendations: When we recommend third-party tools, platforms, or services (such as Shopify, Amazon products, Google services, Make.com, or others), we may include affiliate links that earn us a commission if you make a purchase
• No Additional Cost: Using our affiliate links does not increase your purchase price – you pay the same amount whether you use our link or go directly to the provider
• Honest Recommendations: We only recommend products and services we genuinely believe will benefit your business, regardless of affiliate commission rates
• Transparency: All affiliate relationships are disclosed in accordance with FTC guidelines

Current Affiliate Partnerships:

• Amazon Associates: We earn from qualifying purchases made through Amazon links
• Shopify Partner Program: We earn commissions on Shopify signups and subscriptions
• Google Partner Program: We may earn referral fees for Google Ads, Google Workspace, and Google Cloud Platform
• Make.com Affiliate Program: We earn commissions on Make.com signups
• Additional Partners: We may participate in other affiliate programs with software providers, SaaS platforms, and business services

Advertising and Tracking:

• We use Google AdSense to display advertisements on our website and may earn revenue from ad impressions and clicks
• We use Meta Pixel (Facebook Pixel ID: 3441302112838153) to track conversions and optimize advertising campaigns on Facebook and Instagram
• We may run paid advertising campaigns on Google, Facebook, Instagram, and other platforms while also earning affiliate commissions from some of these same companies
• Both advertising and affiliate tracking use cookies and similar technologies (see our Privacy Policy and Affiliate Disclosure)

Your Rights:

• You are not required to use our affiliate links
• You may disable affiliate and advertising tracking cookies through our cookie consent settings
• Our consulting recommendations are based on your business needs, not affiliate commission rates
• See our complete Affiliate Disclosure for full details

Service Tiers:

• Starter Tier: $99 $69/month (Special Offer: $30 off) - Basic platform setup and support + 1 hour consultation/month
• Creator Tier: $249 $149/month (Special Offer: $99 off) - Enhanced features and consultation + 1 hour consultation/month
• Partner Tier: $599/month - Full PaaS access with dedicated support + 1 hour consultation/month

3. Payment Terms

3.1 Subscription Fees

• Monthly subscription fees are billed in advance
• Each tier includes 1 hour of consultation per month
• Payments are processed securely through Stripe
• First payment is due upon subscription
• Subsequent payments are automatically charged on your billing date

3.2 Additional Consultation Hours

• Consultation hours beyond the included 1 hour/month are billed at $150/hour
• Time is tracked in 15-minute increments (minimum 15 minutes)
• Invoices for additional hours are sent monthly
• Payment for additional hours is due within 15 days of invoice
• Unused consultation hours do not roll over to the next month

3.3 No Refunds

3.4 AWS Infrastructure Costs

In addition to our subscription fees, you are responsible for:

• AWS infrastructure costs (typically $5-150/month)
• Third-party service fees (APIs, databases, etc.)
• Domain registration and DNS costs
• Any custom integrations or add-ons

3.5 Late Payments

• Failed payments may result in immediate service suspension
• Late fees may apply for overdue payments
• Access will be restored upon successful payment

3.6 Ownership Retention Until Payment in Full

Ownership Transfer Conditions:

Ownership transfers to the Client only when one of the following conditions is met:

• Monthly Subscription Payment: The cumulative total of monthly subscription payments equals or exceeds the quoted website/application development cost provided after the initial consultation; OR
• Lump Sum Payment: The Client pays the full quoted development cost through a separate one-time payment; OR
• Combination Payment: Any combination of monthly subscription payments and additional payments that total the quoted development cost

Services During Payment Period:

• Client receives a limited, non-exclusive, non-transferable license to use the platform for their business operations during active subscription
• All infrastructure, code, and applications remain the sole property of Sovereign Logic
• Client may not sell, transfer, assign, or sublicense any platform components
• Client may not claim ownership or file intellectual property rights for any platform components

3.7 Revenue Distribution During Ownership Period

Revenue Processing:

• Initial Collection: All customer payments, subscription revenue, transaction proceeds, and any other income generated through the Client's website or application will be collected and received by Sovereign Logic first
• Revenue Fee: Sovereign Logic will retain a percentage of gross revenue (percentage to be quoted after initial consultation and specified in the project quote) to be applied toward the outstanding development costs
• Revenue Distribution: After deducting the specified revenue percentage, Sovereign Logic will redistribute the remaining funds to the Client according to a distribution schedule specified in the project quote
• Distribution Frequency: Revenue distributions will be made on a schedule determined by Sovereign Logic (weekly, bi-weekly, or monthly as specified in quote)
• Termination of Revenue Fee: The revenue percentage collection will automatically terminate once the total quoted development cost has been paid in full through any combination of monthly subscriptions, lump sum payments, and revenue fees

Revenue Fee Application:

• Revenue fees collected count toward satisfying the total development cost obligation
• Client will receive monthly statements showing: total revenue collected, revenue fee retained, amount distributed to Client, and remaining development cost balance
• Revenue fees are separate from and in addition to monthly subscription fees
• Subscription fees provide platform access; revenue fees accelerate ownership transfer

3.8 Non-Payment and Service Cancellation

Immediate Rights Upon Non-Payment:

• Service Suspension: If the Client fails to pay any monthly subscription fee when due, Sovereign Logic reserves the right to immediately suspend or terminate all services, including but not limited to: website access, application functionality, API access, database access, email services, hosting services, and customer support
• No Grace Period Required: Sovereign Logic is not obligated to provide any grace period, warning, or notice before suspending services for non-payment
• Discretionary Enforcement: The decision not to immediately cancel services upon a single late or missed payment does not constitute a waiver of Sovereign Logic's right to cancel services for that or any future non-payment
• Cumulative Rights: Each instance of late or non-payment is an independent breach that provides grounds for immediate cancellation, regardless of past forbearance

Consequences of Cancellation for Non-Payment:

• All Client access to websites, applications, databases, and infrastructure will be immediately terminated
• Client's customers will be unable to access the platform or make purchases
• No revenue will be collected or distributed during suspension
• Client data may be retained for up to 30 days, after which it may be permanently deleted at Sovereign Logic's sole discretion
• AWS resources and cloud infrastructure will be deactivated or deleted
• All outstanding amounts (subscription fees, additional consulting hours, revenue fees owed) become immediately due and payable

Reinstatement After Cancellation:

• Services may be reinstated at Sovereign Logic's sole discretion upon: payment of all outstanding amounts, payment of any reinstatement fees (if applicable), and acceptance of any modified terms
• Sovereign Logic reserves the right to refuse reinstatement for any reason
• Data recovery after 30 days is not guaranteed and may incur additional fees

4. Right to Refuse Service

We reserve the unconditional right to refuse service to anyone, at any time, for any reason or no reason at all. This includes, but is not limited to:

• Denying initial service requests
• Terminating existing service agreements
• Refusing to work with specific industries or business models
• Declining projects that conflict with our values or capabilities
• Ending relationships where communication or collaboration is ineffective

We are not obligated to provide reasons for refusal of service. If service is refused after payment, refunds will be issued at our sole discretion in accordance with our refund policy.

5. Intellectual Property Rights

5.1 Consultant Ownership

Sovereign Logic retains all ownership rights to:

• Templates, frameworks, and methodologies
• Pre-existing code and intellectual property
• Tools, libraries, and software developed by us
• Documentation and training materials
• All custom websites, applications, cloud infrastructure, and deliverables until development costs are paid in full (see Section 3.6)

5.2 Client License

During the subscription period and before full development cost payment, you receive a limited, non-exclusive, non-transferable license to:

• Use the platform for your business operations only
• Access and utilize provided templates and tools
• Deploy infrastructure in your AWS account (ownership remains with Sovereign Logic)

License Restrictions:

• You may not resell, redistribute, or sublicense our intellectual property
• You may not reverse engineer or create derivative works
• License terminates upon subscription cancellation or non-payment
• License converts to full ownership only upon payment in full of development costs (see Section 3.6)

5.3 Ownership Transfer

Upon Full Payment:

• Once the total quoted development cost is paid in full (through monthly subscriptions, lump sum, revenue fees, or any combination), ownership of custom-developed components transfers to the Client
• Transfer includes: custom code written specifically for Client, Client-specific configurations, and deployed infrastructure
• Transfer does NOT include: Sovereign Logic's proprietary frameworks, reusable templates, pre-existing intellectual property, or methodologies
• Client receives full rights to operate, modify, and maintain their custom components after ownership transfer
• Ongoing subscription fees after ownership transfer are for maintenance, support, hosting, and platform access only

5.4 Client Data

You retain ownership of:

• Your business data and content
• Custom configurations specific to your business
• Data stored in your AWS account

6. Service Availability and Performance

6.1 No Uptime Guarantee

Services are provided "AS IS" without any warranty of availability, uptime, or performance. We do not guarantee:

• Uninterrupted or error-free service
• Specific uptime percentages
• Compatibility with all systems or browsers
• Freedom from bugs or defects

6.2 Maintenance and Updates

• We may perform maintenance with or without notice
• Updates may be applied to improve functionality
• Service interruptions may occur during maintenance

7. Limitation of Liability

7.1 Excluded Damages

We are NOT liable for:

• Indirect, incidental, or consequential damages
• Lost profits, revenue, or business opportunities
• Data loss or corruption
• Security breaches or unauthorized access
• Third-party service failures (AWS, Stripe, etc.)
• Downtime or service interruptions
• Errors in code or configuration
• Acts of God, force majeure, or events beyond our control

7. Warranties and Disclaimers

7.1 AS IS and AS AVAILABLE

Services are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, either express or implied, including but not limited to:

• Merchantability or fitness for a particular purpose
• Non-infringement
• Security or accuracy
• Results or outcomes

7.2 No Guarantee of Results

We do not guarantee:

• Specific business outcomes or results
• Revenue increases or cost savings
• Customer acquisition or retention
• Performance metrics or benchmarks

7.3 Not Legal, Tax, or Financial Advice

Our services are technical consulting only. We do not provide:

• Legal advice or legal interpretations
• Tax advice or tax planning
• Financial advice or investment guidance
• Regulatory compliance advice
• Accounting or auditing services

You must consult with licensed professionals (attorneys, CPAs, financial advisors) for legal, tax, and financial matters.

8. Indemnification

You agree to indemnify, defend, and hold harmless Sovereign Logic, Larry Coons, and our affiliates from any claims, damages, losses, liabilities, costs, or expenses (including reasonable attorney fees) arising from:

• Your use or misuse of our services
• Violation of these Terms
• Violation of any laws or regulations
• Infringement of third-party rights
• Your business operations or content
• Actions of your employees, contractors, or agents
• Any illegal activities conducted using our services
• Your content, products, services, or business practices
• Legal claims arising from your customers or users
• Regulatory investigations or enforcement actions related to your business

9. Termination

9.1 Termination by Client

• You may cancel your subscription with 30 days' written notice
• No refunds for the current billing period
• Access continues until end of paid period
• You must cease using our intellectual property upon termination

9.2 Termination by Sovereign Logic

We may terminate or suspend your access immediately if you:

• Breach these Terms
• Fail to make timely payments
• Engage in fraudulent or illegal activities
• Abuse or misuse our services
• Violate intellectual property rights

9.3 Effects of Termination

Upon termination:

• Your license to use our intellectual property terminates immediately
• We may delete your data after 30 days
• You remain liable for all outstanding fees
• Infrastructure in your AWS account remains under your control

10. Dispute Resolution

10.1 Governing Law

These Terms are governed by the laws of the State of Nevada, United States, without regard to conflict of law principles.

10.2 Binding Arbitration

You waive your right to:

• Sue in court
• Have a jury trial
• Participate in class action lawsuits

10.3 Attorney Fees

The prevailing party in any dispute is entitled to recover reasonable attorney fees and costs.

11. User Responsibilities and Prohibited Uses

11.1 Your Responsibilities

You agree to:

• Provide accurate and complete information
• Maintain the confidentiality of your account credentials
• Notify us immediately of any security breaches
• Use services only for lawful purposes
• Comply with all applicable laws and regulations
• Not interfere with or disrupt our services
• Not attempt to gain unauthorized access to systems
• Not reverse engineer or decompile our software

11.2 Client Content and Legal Compliance

11.3 Prohibited Activities

You may NOT use our services for:

• Any illegal activities or purposes
• Fraudulent, deceptive, or misleading practices
• Infringement of intellectual property rights
• Distribution of malware, viruses, or harmful code
• Harassment, abuse, or threatening behavior
• Spamming or unsolicited communications
• Adult content, gambling (where prohibited), or illegal substances
• Money laundering or terrorist financing
• Violations of export control or sanctions laws
• Any activity that violates third-party rights

We reserve the right to immediately terminate services if we suspect illegal activity or violations of these terms.

12. Data and Privacy

Your use of our services is subject to our Privacy Policy. By using our services, you consent to:

• Collection and processing of your information as described in our Privacy Policy
• Transfer of data to third-party service providers (Stripe, AWS, etc.)
• Storage and processing of data in the United States

13. Third-Party Services

Our services integrate with third-party providers:

• Stripe: Payment processing (subject to Stripe's Terms)
• AWS: Infrastructure hosting (subject to AWS Terms)
• Google Calendar: Scheduling (subject to Google's Terms)

We are not responsible for the actions, policies, or terms of third-party services.

14. Modifications to Terms

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to our website. Your continued use of services after changes constitutes acceptance of the modified Terms.

15. Severability

If any provision of these Terms is found to be unenforceable or invalid, the remaining provisions will remain in full force and effect.

16. Entire Agreement

These Terms, together with our Privacy Policy and Consulting Services Agreement, constitute the entire agreement between you and Sovereign Logic regarding our services.

17. No Waiver

Our failure to enforce any right or provision of these Terms does not constitute a waiver of such right or provision.

© 2025 Sovereign Logic by Larry Coons. All rights reserved.