Terms of Service and Purchase Agreement

Version 2.2, effective October 15, 2026
Previous versions: 2.1, effective October 2, 2026; 2.0, effective September 27, 2026; 1.0, effective June 8, 2026. Each Statement of Work names the version of these Terms that applies to it. A copy of any prior version is available on request from nicole@elevateonline.com.

These Terms of Service ("Terms") govern all services provided by Patten Consulting, LLC ("Service Provider," "we," "our," or "us") to any client ("Client," "you"). By signing a proposal, executing a Statement of Work (SOW), or submitting payment, you agree to be bound by these Terms.

1. AGREEMENT & SCOPE OF WORK

By engaging our services, the Client agrees to:

  • These Terms of Service
  • The specific scope, deliverables, pricing, and timeline in the applicable Proposal or SOW
  • Any supplementary project documentation mutually agreed upon in writing

Each SOW or Proposal forms part of this agreement. Verbal understandings and informal communications do not modify this agreement.

Platform Flexibility: Deliverables may be developed using the platforms or tools specified in the SOW, or their equivalents, at Service Provider's discretion. This includes, but is not limited to: Google Sheets or equivalent, Vapi or equivalent, n8n/Zapier/Make or equivalent.

2. SERVICES PROVIDED

Services may include, without limitation:

  • AI automation development and implementation
  • Web application and workflow automation (e.g., n8n, Zapier, Make)
  • CRM configuration and integration
  • Custom voice agent development (e.g., Vapi)
  • Strategy, training, and ongoing support

Tools and platforms are subject to change if technical feasibility, cost, or performance so requires. Equivalent substitutes will be provided to meet or exceed project goals.

3. CHANGE MANAGEMENT

3.1 Scope Changes & Change Orders

All changes to the approved scope, including added features, revised requirements, platform changes, or timeline extensions, require a signed change order.

Change Orders must be:

  • Requested in writing
  • Reviewed by Service Provider with impact assessment
  • Documented and approved in a written addendum before execution

3.2 Billable Work Outside Scope

Work performed outside the original scope will be billed at the standard hourly rate of $250/hour unless otherwise agreed. This includes:

  • Feature additions not in the signed SOW
  • Platform substitutions requiring rework
  • Client-requested changes exceeding 30 minutes

3.3 Scope Creep Controls

We reserve the right to pause or deny work outside of scope until:

  • A change order is approved, or
  • Additional billing is confirmed by the Client in writing

4. CLIENT RESPONSIBILITIES

Client agrees to:

  • Provide timely access to systems, data, tools, and personnel
  • Respond to feedback, approval, or access requests within 5 business days
  • Assign a primary decision-maker for the project
  • Purchase and maintain required third-party tools (e.g., Claude accounts, CRM platforms)

Delays caused by the Client (e.g., lack of access, slow feedback) may:

  • Extend project timelines
  • Result in additional billing at our standard hourly rate
  • Delay delivery or suspend project work

4.1 In-Person Session Requirements

For in-person sessions, Client is responsible for providing:

  • A large-screen display or projector with HDMI or wireless screen-sharing capability
  • Stable WiFi with sufficient bandwidth for live demonstrations
  • A room configuration that allows all participants to clearly see the presenter's screen

A/V setup and room logistics must be confirmed with Elevate Online no later than 5 business days before the session. If adequate A/V or room setup is unavailable on the session date due to Client's failure to arrange it, the session proceeds as-is or is rescheduled by mutual agreement. No refund is issued for Client-side technical or logistical failures.

4.2 Participant Headcount Confirmation

For group sessions with per-participant or capacity-limited pricing, Client must confirm final participant headcount no later than 5 business days before the session date. Participants above the confirmed maximum are subject to overage fees as specified in the applicable SOW. Failure to confirm headcount by this deadline does not entitle Client to a price reduction if fewer participants attend.

5. TIMELINES & DELIVERY

All delivery timelines are estimates and contingent on Client meeting responsibilities. We are not responsible for delays due to:

  • Client's failure to respond or provide access
  • Platform/API limitations or outages
  • Scope modifications or change orders

6. FEES, PAYMENT & REFUNDS

6.1 Payment Terms

  • Payments are due per the SOW. Single-engagement services are payable in full on signature; multi-month engagements use the dated installment cadence named in the SOW. No current engagement uses a deposit
  • On single-payment engagements, work begins only on receipt of payment, including intake, scheduling and preparation. Session dates are held, not confirmed, until payment clears
  • All other invoices are payable within 14 days of receipt
  • Amounts not paid by the due date accrue a late charge of 1.5% of the unpaid balance per month, or the maximum rate permitted by law if lower, until paid in full

6.2 Suspension of Work

If any amount is more than 15 days past due, Elevate Online may pause work, including scheduled sessions, until the account is current. Dates move as a block once payment is received, and paused time does not count against any completion window.

6.3 Cancellation Policy

Client-initiated cancellation - 14 or more days before a scheduled session: Amounts already paid are non-refundable. Rescheduling is governed by the reschedule paragraph below rather than by this one.

Client-initiated cancellation - fewer than 14 days before a scheduled session: All payments made to date are forfeited. No reschedule option is available. By this point, Elevate Online has completed intake preparation, allocated dedicated calendar time, and may have declined other engagements.

Rescheduling: Client may reschedule any session once, at no cost, with at least 24 hours' notice, to a mutually available date within 30 days of the original. A session cancelled, rescheduled a second time, or rescheduled with less than 24 hours' notice may be billed as delivered.

Provider-initiated cancellation: If Elevate Online cancels for convenience rather than for Client's breach, Client receives a pro-rata refund for sessions or milestones scoped in the applicable SOW, paid for, and not delivered as of that date. No refund is owed for work already delivered, for advisory capacity made available and unused, or for work not delivered because of Client-caused delay. This matches the Termination section below; where the two are read together, Termination governs.

6.4 Refunds

  • All payments are non-refundable once services begin
  • Client remains liable for work completed up to the termination date
  • Early terminations may incur additional fees as defined in the SOW

6.5 Travel & In-Person Expenses

Travel expenses for in-person sessions outside of the Richmond, VA metro area are billed at cost and itemized separately. Travel requirements and estimated costs will be disclosed in the applicable SOW prior to signing. Client is responsible for all reasonable travel expenses including transportation, lodging, and meals, unless otherwise specified in the SOW.

6.6 Session Recordings

Where session recording is included as a deliverable, recordings will be delivered within 48 hours of session completion. Recordings are for Client's internal use only. Client may share recordings internally with employees and contractors but may not distribute recordings publicly, post them online, or use them for commercial purposes without Elevate Online's written consent.

6.7 Call Recording and Notes

Elevate Online records and transcribes calls, discovery conversations, and working sessions using automated note-taking software, and uses the resulting notes and transcripts to prepare, deliver, and improve the engagement. This is separate from Section 6.6, which governs recordings delivered to Client as a deliverable.

  • Recording is disclosed at the start of each call. Any participant may ask that recording be stopped, and Elevate Online will stop it for that call
  • Recordings and transcripts are retained for 12 months from the end of the engagement and are then deleted, unless the applicable SOW states a different period
  • Client may request earlier deletion in writing at any time, and Elevate Online will delete the recordings and transcripts it holds within 30 days of that request

7. INTELLECTUAL PROPERTY

  • All pre-existing frameworks, code, templates, methodologies, and IP developed independently by Service Provider ("Background Materials") remain property of Service Provider
  • Upon receipt of final payment, Client owns any custom deliverables created specifically for them during the engagement, including custom Project Instructions, prompts, workflows, configurations, and written materials ("Work Product")
  • Client receives a perpetual, non-exclusive license to use any Background Materials incorporated into the Work Product solely for Client's internal operations
  • Client may not resell, sublicense, or use deliverables to compete with Service Provider

8. CONFIDENTIALITY

Both parties agree to keep confidential any proprietary or sensitive information shared during this engagement, including but not limited to: business processes, customer data, pricing, technical specifications, internal tooling, and workflow details ("Confidential Information").

  • Neither party shall disclose Confidential Information to third parties without prior written consent, except as required by law
  • Each party shall use Confidential Information solely for the purposes of this engagement
  • This obligation survives termination or completion of the engagement
  • Excluded from confidentiality obligations: information that is publicly available, independently developed, or already known to the receiving party prior to disclosure

8.1 Service Providers

Elevate Online uses third-party software to deliver these services, including cloud storage and productivity software, automated meeting notes and transcription, AI assistants, client-record and scheduling systems, source control, hosting, e-signature, and payment processing. Client agrees that Elevate Online may process Confidential Information through these providers for the purposes of the engagement, and that doing so is not a disclosure to a third party requiring separate written consent under this Section 8.

Each provider is bound by its own confidentiality and security terms. Elevate Online does not grant any provider the right to use Client's Confidential Information for the provider's own purposes, including training artificial intelligence models on it, and configures its accounts to that effect where the provider offers that control.

A current list of these providers is published at elevateonline.com/service-providers and is updated as providers change. Client may object in writing to a named provider, and the parties will agree a reasonable alternative or exclude the affected work from scope.

9. MARKETING & PUBLICITY RIGHTS

Client grants Elevate Online a non-exclusive, royalty-free, perpetual license to use Client's company name, logo, and a general description of the engagement (e.g., "We delivered a custom Claude workshop for [Client]") on Elevate Online's marketing materials, including:

  • Websites (elevateonline.com, claudetraining.com, sprintto.ai, and any other Elevate Online property)
  • Sales decks, proposals, and case studies
  • Conference talks, podcast appearances, and written content
  • Social media posts

This license does not include the right to share Client's confidential business information, internal workflows, financial data, or any proprietary content disclosed during the engagement. The Confidentiality section above supersedes this marketing license whenever they conflict.

Client may revoke this license at any time by emailing nicole@elevateonline.com with 30 days notice. Upon revocation, Elevate Online will remove Client's name and logo from active marketing materials within 30 days. Archived materials - already-published case studies, recorded talks, podcast episodes, conference decks delivered before revocation - are not subject to retroactive removal.

If Client prefers anonymous attribution (e.g., "an 18-person AI development agency"), Client may notify Elevate Online in writing at any time. Default is full attribution with company name and logo unless Client opts out in writing.

The following fall outside this license and require Client's prior written approval, which may be given by email and is granted per use:

  • A case study or other account describing the engagement in detail, including workflows, metrics, or any Client-specific process
  • Any quote attributed to a named individual
  • Any use of Client's Confidential Information

Client agrees to consider reasonable requests to serve as a reference for prospective clients, no more than twice per quarter and no more than 20 minutes each. Client may decline any request.

10. THIRD-PARTY TOOLS & DEPENDENCIES

Client is responsible for:

  • Maintaining subscriptions and access to third-party tools
  • Compliance with third-party terms of service
  • All associated subscription and usage costs

10.1 Platform Availability

Delivery of session-based engagements depends on third-party platforms (primarily Anthropic's Claude) being available and performing normally. If a platform experiences an outage or significant degradation on a scheduled session date:

  • The session will be rescheduled to the next mutually available time at no additional cost
  • Reschedules for this reason do not count against any courtesy reschedule limit
  • If degraded performance only partially affects a session, both parties may agree to continue; any remaining work will be completed within the engagement window

10.2 Third-Party Account Actions

Elevate Online does not control Anthropic's or any other platform's account, moderation, or enforcement policies. These platforms may, at their sole discretion, suspend, restrict, or terminate accounts - including accounts in active use during an engagement.

Elevate Online is not responsible for:

  • Any platform account suspension, restriction, or termination affecting Client or Client's team
  • Loss of access to Claude Projects, conversation history, or other platform-hosted data
  • Outcomes resulting from Client's violation of a platform's terms of service

Elevate Online will provide reasonable guidance on available appeal processes but cannot guarantee any specific outcome or timeline.

10.3 Evolving Platforms

Claude, MCP standards, and connected third-party tools are actively evolving. Features demonstrated or configured during an engagement may change, be deprecated, or behave differently after delivery. Elevate Online is not responsible for maintaining, updating, or troubleshooting deliverables after the engagement concludes. Ongoing change management is available through a separate engagement.

11. WARRANTIES & DISCLAIMERS

  • We warrant services will be delivered professionally and according to agreed scope
  • We do not guarantee specific business outcomes (e.g., revenue growth, ranking improvements, adoption rates, or time savings)
  • All services are provided "as-is" except as expressly stated

12. LIMITATION OF LIABILITY

  • Each party's total liability is limited to the total amount paid by Client for the specific SOW in question
  • That cap does not apply to Client's obligation to pay fees for work performed
  • Neither party is liable for indirect, special, or consequential damages, including data loss or lost profits

13. FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including but not limited to: acts of God, natural disasters, pandemic, civil unrest, war, terrorism, labor disputes, power failures, internet outages, or third-party service disruptions.

The affected party shall notify the other promptly in writing and shall resume performance as soon as reasonably possible. If a force majeure event prevents performance for more than 30 consecutive days, either party may terminate the engagement with written notice. In that event, Client is entitled to a pro-rated refund of any pre-paid fees for services not yet delivered.

14. TERMINATION

Either party may terminate at any time on written notice, for any reason or none. Either party may also terminate immediately for a material breach the other has not cured within fifteen (15) business days of written notice describing it, or for payment default beyond 15 days, or for illegal or unethical conduct.

On termination for any reason:

  • Amounts already paid are non-refundable
  • Amounts that have come due on or before the termination date remain payable
  • Client remains responsible for any non-refundable third-party costs committed on Client's behalf
  • Beyond those amounts, neither party owes the other any payment, damages, or compensation arising from the termination itself

One exception: if Elevate Online terminates for convenience rather than for Client's breach, Client receives a pro-rata refund for sessions or milestones scoped in the applicable SOW, paid for, and not delivered as of the termination date. No refund is owed for work already delivered, for advisory capacity made available and unused, or for work not delivered because of Client-caused delay.

The Intellectual Property, Confidentiality, Marketing & Publicity Rights, and Limitation of Liability sections survive termination.

15. MAINTENANCE & RETAINER AGREEMENTS

Project-based engagements do not include ongoing maintenance, support, or guaranteed availability after delivery. Software requires ongoing updates, security patches, and monitoring - these are not included in the original project scope.

Clients who require ongoing support, priority access, or guaranteed response times may enter into a separate Maintenance or Retainer Agreement. These agreements are scoped on a case-by-case basis depending on the complexity of the project and the level of support needed.

  • Without a retainer, post-project requests are subject to availability and billed at the standard hourly rate
  • Retainer agreements include guaranteed response times, proactive maintenance, and priority scheduling
  • Terms, scope, and pricing for retainer agreements are defined in a separate addendum

For ongoing advisory engagements, see the available services at claudetraining.com.

16. DISPUTE RESOLUTION

  • Both parties will attempt good faith negotiation for 30 days
  • If unresolved, mediation will be pursued
  • Legal remedies may follow if mediation fails

17. MISCELLANEOUS

  • This agreement is governed by Virginia law
  • We operate as an independent contractor
  • Where a Master Services Agreement, a Statement of Work, and these Terms address the same subject and conflict, the order of precedence is: (1) the Master Services Agreement, if one is in effect; (2) the applicable Statement of Work; (3) these Terms. A term that appears in only one document is not in conflict and applies as written
  • Together those documents are the entire agreement between the parties. These Terms apply in the version named in the applicable Statement of Work; later versions do not apply to an existing Statement of Work unless both parties agree in writing

18. CLIENT ACKNOWLEDGMENT

By initiating payment, signing a proposal, or commencing the project, Client acknowledges:

  • They have received and reviewed the Statement of Work for this project
  • They agree to the deliverables, timeline, and pricing specified in the SOW
  • They have read and accepted these Terms
  • They understand platform flexibility, scope change policies, and billing practices
  • They have had the opportunity to seek legal advice

Contact: nicole@elevateonline.com

Patten Consulting, LLC