These Terms of Service are published by Orbital Access, LLC, a Texas limited liability company, doing business as Meet Caddy (“Caddy”). These Terms consist of two parts: Part A applies to all visitors of this website; Part B contains the General Terms of Service for Caddy’s professional services, which are incorporated into client agreements through the Client Services Agreement (“CSA”).
Part A: Website Terms of Use
These website terms apply to all visitors of www.meetcaddy.com (the “Site”).
A.1 Acceptance. By accessing or using the Site, you agree to these terms. If you do not agree, do not use the Site.
A.2 Use of the Site. You may use the Site for lawful purposes only. You will not: (i) interfere with or disrupt the Site; (ii) attempt to access areas not intended for public access; (iii) use automated tools to scrape or extract content without written permission; or (iv) transmit harmful code or content.
A.3 Intellectual property. All Site content is owned by Caddy or its licensors and protected by applicable intellectual property laws.
A.4 No professional advice. Site information is for general informational purposes only and does not constitute professional, legal, financial, or technical advice. Projected savings or results are illustrative and not guarantees.
A.5 Limitation of liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CADDY’S TOTAL LIABILITY FOR CLAIMS ARISING FROM SITE USE WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). CADDY IS NOT LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
A.6 Disclaimer. THE SITE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND.
A.7 Governing law. These website terms are governed by the laws of the State of Texas. Disputes arising from Site use will be resolved in state or federal court in Dallas County, Texas.
A.8 Changes. Caddy may update Part A at any time by posting the revised version with a new “Last updated” date.
Part B: ACE General Terms of Service
These General Terms of Service (“General Terms”) apply to all professional services provided by Caddy and are incorporated into the Agreement through the Client Services Agreement (“CSA”). Capitalized terms not defined here have the meanings given in the CSA or the Data Processing Agreement (“DPA”). These General Terms are a Policy Document under CSA Section 1.3 and may be updated per that section.
1. Definitions
“ACE Engagement” means a Caddy ACE professional-services engagement performed under an executed Statement of Work.
“Blueprint Session” means a one-time AI strategy consulting session conducted by Caddy’s team, typically two to three hours, resulting in a comprehensive AI opportunity assessment and roadmap for Customer’s business.
“Proposal” means the pre-contract AI Opportunity Brief or equivalent proposal document incorporated by reference into a SOW as the scope baseline.
“Customer Champion” means Customer’s primary operational point of contact for an engagement, identified at or before engagement kickoff.
“Enterprise AI Platform” means the third-party AI subscription that Customer procures and maintains as a prerequisite to an ACE Engagement, identified by provider and tier in the applicable SOW.
“Strategic Advisory Retainer” (also referred to as “Caddy Care”) means an optional post-engagement recurring advisory and support relationship, governed by a separate retainer agreement.
“Confidential Information” has the meaning given in Section 7.1.
2. Statements of Work and Service Types
2.1 Minimum SOW contents. Each SOW will include at minimum: (i) engagement scope; (ii) the Engagement Fee and payment schedule; (iii) engagement term, kickoff date, and closeout date (for ACE Engagements); (iv) the Enterprise AI Platform provider and tier required (for ACE Engagements); and (v) any bounded delivery guarantee.
2.2 Change orders. Scope changes after SOW execution require a written change order signed by both parties. Caddy may decline out-of-scope requests or propose a change order with revised fee and timeline.
2.3 No implied SOW. Work outside an executed SOW is not binding on either party.
2.4 Blueprint Sessions. A Blueprint Session is engaged through a SOW or written order specifying scope and fee. Customer owns the deliverables (opportunity map and roadmap); Caddy retains its methodologies and frameworks. Unless the SOW states otherwise, a Blueprint Session does not include a delivery guarantee or buffer period.
2.5 Caddy Care. Following an ACE Engagement, Customer may elect a Strategic Advisory Retainer (“Caddy Care”) for monitoring, break-fix, updates, and security curation, governed by a separate retainer agreement. No retainer arises except through a separately executed agreement per CSA Section 1.4.
3. Enterprise AI Platform
Customer will procure and maintain the Enterprise AI Platform subscription identified in the applicable SOW. Platform provider and tier selection should be discussed with Caddy during SOW negotiation; the final selection is Customer’s. Caddy configures and deploys within Customer’s own platform account under Customer-granted administrative access. Caddy does not provide, resell, or sub-license AI model access. Nothing in the Agreement transfers ownership of the underlying AI models or provider infrastructure to Customer.
4. Customer Commitments and Service Delivery
Customer’s cooperation is essential. By executing a SOW, Customer commits to the following:
4.1 Customer Champion. The parties will identify a Customer Champion at or before kickoff. The Champion has authority for day-to-day decisions within SOW scope. A backup contact will be identified as needs warrant.
4.2 Participation. Customer’s leadership team will attend sessions in the SOW. Customer will make in-scope operators available for testing, training, and adoption.
4.3 Information and access. Customer will provide reasonable access to information, personnel, systems, and documentation, scoped per the Access Map at kickoff.
4.4 Response cadence. Customer will respond to information requests within five (5) business days.
4.5 Effect of Customer delay. If Customer does not meet a commitment or provide access within the time reasonably requested: (i) the timeline extends day-for-day automatically; (ii) Caddy’s obligations are suspended to the extent caused by the delay; (iii) invoice dates remain fixed; and (iv) the extension does not give rise to any remedy, refund right, or claim against Caddy. Material uncured non-cooperation may trigger termination under CSA Section 5.
4.6 Customer systems and compliance. Customer is solely responsible for its own systems, including security, backups, and disaster recovery. Caddy is not responsible for issues originating in Customer’s systems. If Customer operates in a regulated industry, Customer will involve its compliance officer; compliance is Customer’s responsibility. Customer should ensure its own insurance covers operational use of AI workflows.
5. Standard of Care
Caddy will perform all services with reasonable professional care consistent with generally accepted practices in the AI consulting industry. When working inside Customer’s systems, Caddy will: (i) limit access to what is reasonably necessary (least-privilege); (ii) maintain logs of material administrative actions, with specifications in DPA Section 6; and (iii) promptly notify Customer of any Caddy-caused incident.
6. AI Content and Disclaimers
6.1 Human review required. AI systems produce drafts, not final outputs. Customer will ensure qualified review before external use, publication, or reliance on material decisions.
6.2 No liability for AI output. Caddy is not liable for content Customer reviewed and used, or used without required review. Workflow design claims are governed by Section 5 and CSA Section 4.
6.3 Projections and employment. Projected-value figures are illustrative, not commitments or employment advice. All employment decisions are Customer’s sole responsibility.
7. Confidentiality
7.1 Obligation. Each party will hold in confidence all non-public information disclosed by the other (“Confidential Information”) and use it solely for the services.
7.2 Permitted disclosure. Disclosure to personnel, subcontractors, and advisors with a need to know, bound by equivalent obligations.
7.3 Exceptions. Information that is public, previously known, received from a third party without restriction, or independently developed.
7.4 Compelled disclosure. As required by law or legal process, with reasonable advance notice where permitted.
7.5 Survival. Three (3) years after termination.
7.6 Personal data. The DPA applies in addition to this section for personal data.
8. Marketing Rights
Customer grants Caddy a non-exclusive, royalty-free license, surviving termination, to identify Customer as a client and describe the engagement in marketing materials. Caddy will not publish Customer’s Confidential Information or specific financial figures without written approval.
9. Indemnification
9.1 By Caddy. Caddy will indemnify Customer from third-party claims arising from: (i) gross negligence or willful misconduct; (ii) IP infringement in Customer Implementations; or (iii) material DPA breach resulting in a Personal Data Breach.
9.2 By Customer. Customer will indemnify Caddy from third-party claims arising from: (i) use or misuse of Customer Implementations; (ii) employment decisions; (iii) breach of the Agreement; (iv) accuracy of information provided; or (v) failure to comply with data protection laws.
9.3 Procedure. Prompt notice; indemnifying party controls defense (no settlement imposing obligations without consent); reasonable cooperation at indemnifying party’s expense.
9.4 Limitations. Caddy’s indemnification is subject to CSA Section 4.1. Customer’s is not subject to that cap per CSA Section 4.4(i). No consequential damages.
9.5 IP cure rights. Before payment, Caddy may: (i) modify to make non-infringing; (ii) procure continued-use rights; or (iii) remove and refund pro-rata. Does not apply to Customer modifications, unauthorized combinations, or out-of-scope use.
10. Insurance
Caddy maintains professional liability and cyber insurance, $1,000,000 per claim and aggregate, which may be provided under a single combined policy. Certificate available on written request.
11. Non-Solicitation
11.1 Restriction. During the Agreement and for twelve (12) months after, neither party will solicit employees, contractors, or principals of the other with whom it had material contact, without written consent.
11.2 General postings. Not a violation.
11.3 Buyout fee. Fifty percent (50%) of total first-year compensation, payable within thirty (30) days. Sole monetary liability; does not limit equitable relief.
12. Subcontractors
Caddy may engage subcontractors, including personnel outside the United States, managed through a contractor management platform with localized compliance and identity verification. All subcontractors are bound by written obligations no less protective than the Agreement and DPA. Caddy remains liable for compliance. Sub-processor details are in the DPA.
13. Caddy Termination for Cause
In addition to CSA Section 5, Caddy may terminate any SOW if: (i) hostile or abusive conduct (with 30-day escalation and cure); (ii) material legal exposure; or (iii) failure to maintain the Enterprise AI Platform.
14. Additional Provisions
14.1 Non-exclusivity. Caddy may serve other clients, including in Customer’s industry, maintaining separate implementations and confidentiality.
14.2 Assignment. Neither party may assign without written consent, except to a successor entity in a merger, acquisition, or asset sale.
14.3 Force majeure. Neither party is liable for delay beyond its reasonable control. Does not excuse payment for work already performed.
14.4 Notices. By email to the addresses on file. For Caddy: hi@meetcaddy.com.
14.5 Customer representations. Signatory authority, valid organization, no conflicting obligations, accuracy of information.
14.6 Waiver. Written only. Failure to enforce once does not waive future enforcement.
14.7 Severability. Unenforceable provisions do not affect the rest.
14.8 Counterparts. CSA and SOWs may be executed in counterparts. Electronic signatures (including DocuSign) are binding.
14.9 Insolvency. Does not impair Customer’s ownership or export rights under CSA Section 3.3.