ALTR LLC Master Services Agreement
Published at altrwork.com/terms. This version governs every Statement of Work that names it. When this Agreement is updated, the version in force is the one named in the Statement of Work, not the one on the website at the time of a dispute.
This Master Services Agreement (the "Agreement") is between ALTR LLC, a Florida limited liability company ("ALTR", "we", "us"), and the client named in a Statement of Work ("Client", "you"). It takes effect on the earlier of the date you accept a Statement of Work or the date you pay an ALTR invoice.
1. Definitions
Statement of Work or SOW means a document, in any form, that describes services to be performed, names a fee, and references this Agreement. An email that does all three is a SOW.
Services means the work described in a SOW.
Deliverables means the materials ALTR creates for you and hands over under a SOW: documents, prompts, skill folders, configuration files, code, written guidance, and recordings.
ALTR Background IP means everything ALTR owns or licenses that exists before a SOW or is developed outside it: methods, frameworks, session materials, deck templates, document templates, reusable skill and prompt libraries, tooling, and know-how. Session and workshop materials are ALTR Background IP.
Client Materials means anything you give ALTR: documents, data, credentials, brand assets, and access to your systems.
Confidential Information means non-public information disclosed by one party to the other that a reasonable person would treat as confidential, whether or not it is marked. Client Materials are your Confidential Information. ALTR Background IP and ALTR pricing are ALTR's Confidential Information.
AI Services means third-party artificial intelligence products used in performing the Services or recommended to you, including products from Anthropic, OpenAI, Google, Microsoft, and others.
2. Services
2.1 How work is authorized. ALTR performs the Services described in each SOW. Nothing outside a SOW is in scope. This Agreement does not obligate either party to enter into any SOW.
2.2 Order of precedence. If a SOW conflicts with this Agreement, the SOW controls, but only for that SOW and only where the SOW says plainly that it is overriding a specific section of this Agreement. A general phrase in a SOW does not override a specific term here.
2.3 Changes. Either party may request a change to a SOW. A change takes effect when both parties agree to it in writing, including by email. Where a change affects fees or timing, the writing says so.
2.4 Scheduling. Sessions and working blocks are scheduled by agreement. If you cancel or reschedule a scheduled session with fewer than two full business days of notice, ALTR may treat the scheduled hours as delivered. ALTR will give you the same notice for any change on our side, and where we do not, we credit the hours.
2.5 Subcontractors. ALTR may use subcontractors. ALTR stays responsible for their work and binds them to confidentiality terms at least as protective as these.
3. Fees and payment
3.1 Fees. Fees are stated in the SOW. Unless the SOW says otherwise, fees are in U.S. dollars and are not contingent on any outcome.
3.2 Invoicing and payment terms. ALTR invoices as the SOW describes. Where a SOW requires payment before work begins, ALTR is not obligated to start until that payment clears. Invoices without stated terms are due on receipt. Payment by card or bank transfer through ALTR's payment processor is the default method.
3.3 Late payment. Amounts more than fifteen days past due accrue interest at 1.5% per month or the maximum rate Florida law allows, whichever is lower. ALTR may suspend Services on ten days' written notice of non-payment and is not liable for any consequence of that suspension.
3.4 Expenses. ALTR absorbs its own tooling, software, and model usage costs unless a SOW says otherwise. Travel and any third-party costs incurred for you are billed at cost and only where you approved them in writing first.
3.5 Third-party subscriptions. You buy and hold your own AI Services subscriptions and any other software licenses in your own name. ALTR does not resell them, does not mark them up, and is not responsible for their cost, availability, or terms.
3.6 Taxes. Fees are exclusive of taxes. ALTR's Services are professional services and ALTR does not currently collect Florida sales tax on them. If any taxing authority determines that tax is due on a Service, you are responsible for the tax and any interest, but not for penalties attributable to ALTR's own failure to file.
3.7 No refunds after delivery. Fees for hours delivered and materials handed over are non-refundable. Prepaid amounts for work not yet performed are refundable on termination under Section 4.
4. Term and termination
4.1 Term. This Agreement starts on the effective date and continues until terminated.
4.2 Termination for convenience. Either party may terminate this Agreement on thirty days' written notice, or terminate an individual SOW on fifteen days' written notice. Termination of a SOW does not terminate this Agreement.
4.3 Termination for cause. Either party may terminate immediately on written notice if the other party materially breaches and does not cure within fifteen days of notice describing the breach.
4.4 Effect. On termination you pay for Services performed and expenses approved through the termination date, and ALTR refunds any prepaid amount for Services not performed. ALTR delivers work in progress in whatever state it is in. Sections 5, 6, 7, 8, 9, 10, 11, 12, and 15 survive.
5. Your responsibilities
5.1 The work depends on you. ALTR's Services are built on your process, your documents, and your judgment. Where a SOW asks for people, access, or materials from your side, the quality of what ALTR delivers is limited by what arrives. ALTR is not responsible for delay or reduced results caused by your side not delivering, and hours reserved for you remain payable.
5.2 Access and credentials. Where you give ALTR access to a system, you confirm you have the right to grant it. You are responsible for provisioning, scoping, and revoking that access. ALTR will not create accounts in your name without your instruction.
5.3 Your own compliance. You are responsible for whether your use of AI Services and Deliverables complies with the laws, licenses, professional obligations, brokerage or agency rules, and third-party contracts that apply to your business. ALTR is not your lawyer, your accountant, your broker of record, or your compliance officer, and nothing ALTR delivers is legal, tax, financial, appraisal, or brokerage advice.
5.4 What you must not put into a Deliverable or an AI Service. Unless a SOW says otherwise in writing and describes the safeguards, do not provide ALTR with, and do not put into any AI Service configured under a SOW: protected health information, payment card numbers, Social Security or other government identification numbers, consumer financial account credentials, information about anyone under 13, or any data subject to HIPAA, GLBA, FERPA, PCI-DSS, ITAR, or CJIS. ALTR's systems and the AI Services are not configured for these categories.
6. Intellectual property
6.1 Deliverables are yours. On full payment for the SOW under which they were created, ALTR assigns to you all right, title, and interest in the Deliverables. To the extent any Deliverable qualifies as a work made for hire under 17 U.S.C. 101, it is one; to the extent it does not, this Section is a present assignment of copyright and every other right in it. ALTR will sign whatever else is reasonably needed to record that transfer, at your expense.
6.2 ALTR keeps its own toolkit. ALTR Background IP stays ALTR's. Where a Deliverable contains ALTR Background IP, ALTR grants you a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid license to use, copy, and modify that ALTR Background IP as part of the Deliverable, for your internal business purposes. You may not sell, sublicense, or distribute ALTR Background IP as a standalone product or as part of a competing offering.
6.3 Session and workshop materials. Decks, handouts, module documents, and recordings prepared for a session are ALTR Background IP. You get a perpetual internal-use license to them for your own team. You may not publish them, sell them, or use them to train third parties outside your organization.
6.4 What ALTR learns. ALTR may use the general skills, techniques, and know-how it develops while working with you, provided ALTR uses none of your Confidential Information and identifies no Client in doing so.
6.5 Client Materials stay yours. You keep everything you own in Client Materials. You grant ALTR a limited license to use them solely to perform the Services.
6.6 Feedback. If you suggest an improvement to how ALTR works, ALTR may use it without obligation.
7. Confidentiality
7.1 The obligation. Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform or receive the Services, and disclose it only to its own people and subcontractors who need it and who are bound to equivalent terms.
7.2 Exclusions. These obligations do not cover information that is public through no fault of the receiving party, was already known to the receiving party without a duty of confidence, is received from a third party free to disclose it, or is independently developed without reference to the disclosing party's information.
7.3 Compelled disclosure. A party may disclose Confidential Information where law or a court requires it, after giving the other party prompt notice where it is lawful to do so, and disclosing only what is required.
7.4 Duration. These obligations run for three years after termination, and indefinitely for anything that qualifies as a trade secret under Florida or federal law.
7.5 Return. On written request after termination, each party will delete or return the other's Confidential Information, except for copies retained in routine backups or required by law, which stay subject to this Section.
8. Data protection and security
8.1 Reasonable safeguards. ALTR maintains administrative, technical, and physical safeguards appropriate to a firm of its size and to the sensitivity of the data it handles, including access controls on devices and accounts, secrets kept out of source control and out of client documents, and least-privilege access to your systems.
8.2 Data minimization. ALTR asks for the least data the work requires and prefers redacted or sample data where a full set is not needed. Where you offer more than the work needs, ALTR may decline it.
8.3 Breach notice. If ALTR determines that Client Materials containing personal information have been subject to unauthorized acquisition, ALTR will notify you without unreasonable delay and in any event within ten days of that determination, so that you can meet your own obligations, including those under the Florida Information Protection Act, section 501.171, Florida Statutes, which requires notice to affected individuals within thirty days of determination. ALTR will cooperate with your investigation at no charge where the incident arose from ALTR's systems.
8.4 Personal data of your customers. ALTR does not want, and does not knowingly collect, personal data about your customers or prospects. Where the work unavoidably touches it, the SOW says so and describes the handling.
8.5 Deletion on request. On written request after a SOW ends, ALTR will delete Client Materials from its working systems within thirty days, excluding backups that expire on their own cycle.
9. Artificial intelligence
This Section is the part of this Agreement most likely to matter, so it says the uncomfortable things plainly.
9.1 ALTR is not the AI vendor. ALTR configures, teaches, and builds on top of AI Services that third parties operate. ALTR does not control their models, their pricing, their availability, their terms, or their changes. An AI Service may change behavior, deprecate a feature, raise a price, or go down, and none of that is a breach by ALTR.
9.2 Their terms govern your use of them. Your use of any AI Service is governed by your agreement with that vendor, not by this Agreement. Read it. ALTR will tell you what it knows, and what ALTR knows is not a substitute for the vendor's own terms.
9.3 Model training and retention. Whether a given AI Service uses your conversations to train its models, and how long it keeps them, depends on the specific plan you hold and on the privacy settings in your account. Consumer plans and business plans are treated differently by every major vendor, and the defaults change. ALTR will help you find and set the relevant controls, and will tell you where a plan you hold does not do what you assume. You are responsible for verifying the setting in your own account before confidential material goes into it. ALTR does not warrant any vendor's data practices.
9.4 Output is not verified fact. AI Services produce output that can be wrong, incomplete, outdated, biased, or fabricated while appearing confident and well sourced. This is a property of the technology, not a defect ALTR can engineer away. ALTR makes no representation or warranty as to the accuracy, completeness, reliability, or fitness for any purpose of any output produced by an AI Service, whether produced during a session, produced by a Deliverable, or produced by you later.
9.5 A human decides. You will keep a qualified person in the loop on every use that informs a real decision, and you will review and verify output before relying on it, publishing it, sending it to a third party, or using it in a transaction. Nothing ALTR delivers is designed or licensed to make a decision without human review. This is especially true of valuations, offers, letters of intent, lease and contract terms, financial models, marketing claims, and anything that goes to a counterparty or a regulator.
9.6 Ownership of output. As between you and ALTR, output you generate using a Deliverable is yours. Whether AI-generated material is protectable by copyright is unsettled law, and ALTR does not warrant that any output is protectable or that it does not resemble third-party material.
9.7 No confidential input without a checked account. Do not put your or a third party's confidential information into an AI Service until you have confirmed the plan and the settings are appropriate for it. Where ALTR recommends a configuration, ALTR will say what the configuration does and does not protect.
9.8 Prototypes. Where a SOW calls something a prototype, a pilot, or a proof of concept, it is not a production system. It has not been load tested, security tested, or built for uptime, and it should not be relied on for production work until it has been.
10. Warranties and disclaimers
10.1 Mutual. Each party warrants that it has the authority to enter into this Agreement.
10.2 ALTR's warranty. ALTR warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry practice. Your exclusive remedy for a breach of this warranty, and ALTR's entire liability for it, is for ALTR to re-perform the deficient Services at no charge, provided you notify ALTR in writing within thirty days of delivery.
10.3 THE DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN SECTION 10.2, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE". ALTR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ALTR DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED OR ERROR FREE, THAT ANY AI OUTPUT WILL BE ACCURATE, OR THAT ANY PARTICULAR BUSINESS, FINANCIAL, OR TIME-SAVING RESULT WILL BE ACHIEVED.
10.4 No professional advice. ALTR does not provide legal, tax, accounting, appraisal, brokerage, investment, medical, or engineering advice, and holds no license to do so.
11. LIMITATION OF LIABILITY
READ THIS SECTION. IT LIMITS WHAT EITHER PARTY CAN RECOVER FROM THE OTHER.
11.1 NO INDIRECT DAMAGES. NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST OR CORRUPTED DATA, LOST GOODWILL, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY SOW, REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, AND WARRANTY, AND EVEN IF THE PARTY WAS ADVISED THAT SUCH DAMAGES WERE POSSIBLE.
11.2 CAP. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ALL SOWS WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO ALTR UNDER THE SOW GIVING RISE TO THE CLAIM IN THE TWELVE MONTHS BEFORE THE EVENT THAT GAVE RISE TO IT.
11.3 WHAT THE CAP DOES NOT COVER. Sections 11.1 and 11.2 do not limit: (a) your obligation to pay fees owed; (b) either party's liability for fraud, willful misconduct, or gross negligence; (c) either party's breach of Section 7, Confidentiality; (d) either party's indemnification obligations under Section 12; or (e) any liability that cannot be limited under Florida law.
11.4 Why this is here. The fees under this Agreement are set on the assumption that liability is limited as stated. Without these limits the fees would be different. Each party has had the opportunity to review this Section with counsel, and the parties agree the allocation of risk is reasonable and is a material part of the bargain.
12. Indemnification
12.1 ALTR indemnifies you against third-party claims that a Deliverable, as delivered by ALTR and used as ALTR intended, infringes that third party's U.S. copyright, trademark, or trade secret. This does not cover a claim arising from Client Materials, from your modification of a Deliverable, from your combining a Deliverable with anything ALTR did not supply, from your continued use after ALTR tells you to stop, or from output produced by an AI Service.
12.2 You indemnify ALTR against third-party claims arising from Client Materials, from your use of Deliverables or AI output in your business, from your breach of Section 5, and from your violation of law or of a third-party agreement.
12.3 Process. The party seeking indemnity gives prompt written notice, gives the indemnifying party sole control of the defense and settlement, and cooperates at the indemnifying party's expense. A settlement that admits fault or imposes an obligation on the indemnified party needs that party's consent.
13. Relationship of the parties
ALTR is an independent contractor. Nothing here creates an employment, partnership, joint venture, agency, or fiduciary relationship. Neither party may bind the other. ALTR is responsible for its own taxes, insurance, and personnel. ALTR may perform services for other clients, including in your industry and in your market.
14. Non-solicitation and publicity
14.1 Non-solicitation. During a SOW and for twelve months after it ends, neither party will solicit for employment any individual who performed under that SOW for the other party. A general job posting not targeted at that individual is not solicitation.
14.2 Publicity. ALTR may state that you are a client and describe the category of work at a high level. ALTR will not publish your Confidential Information, your data, or any Deliverable, and will not use your logo, without your written consent, which may be given by email. You may withdraw that consent for future use on written notice.
15. General
15.1 Governing law and venue. This Agreement is governed by the laws of the State of Florida, without regard to its conflict of laws rules. The exclusive venue for any dispute is the state or federal courts located in Pinellas County, Florida, and each party consents to personal jurisdiction there. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
15.2 Talk first. Before filing suit, the party with the complaint will describe it in writing to the other, and both will make a good-faith effort to resolve it within twenty business days. This does not prevent either party from seeking immediate injunctive relief for a breach of Section 6 or Section 7.
15.3 Attorneys' fees. In any action to enforce this Agreement, the prevailing party recovers its reasonable attorneys' fees and costs.
15.4 Notices. Notices go to the email addresses the parties use for the engagement, and are effective on the business day after sending, unless the sender receives a delivery failure. Notices of termination or breach must also be sent to legal@altrwork.com for ALTR and to the Client signatory of the SOW.
15.5 Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor to all or substantially all of its business or assets, on written notice.
15.6 Force majeure. Neither party is liable for a delay or failure caused by something outside its reasonable control, including natural disaster, hurricane, war, labor action, utility or internet failure, government action, and the failure or discontinuation of a third-party AI Service. The affected party will give prompt notice and resume as soon as it can.
15.7 Severability. If a provision is unenforceable, it is modified to the minimum extent needed to make it enforceable, or severed if it cannot be, and the rest stays in force.
15.8 Waiver. A failure to enforce a provision is not a waiver of it.
15.9 Entire agreement. This Agreement and the SOWs that reference it are the entire agreement on this subject and supersede all prior discussions, proposals, and understandings. Any purchase order, vendor portal terms, or click-through terms you issue are for your administrative convenience only, and their terms have no effect.
15.10 Amendment. This Agreement is amended only in a writing that both parties agree to, including by email. ALTR may publish a new version at altrwork.com/terms, and that version applies only to SOWs entered into after it is published.
15.11 Electronic acceptance. The parties agree to transact electronically under the federal E-SIGN Act and Florida's Uniform Electronic Transactions Act, section 668.50, Florida Statutes. A typed name in an acceptance block, a reply email stating acceptance, or payment of an ALTR invoice for a SOW, is a signature and is binding. Neither party will contest the validity of this Agreement on the ground that it was accepted electronically.
15.12 Counterparts. A SOW may be accepted in counterparts, including by email, each of which is an original.
ALTR LLC altrwork.com | legal@altrwork.com Tampa / St. Petersburg, Florida
Version 1.0, September 9, 2026.