Terms & Conditions

1. The Parties & the Scope of These Terms

These Terms and Conditions (the "Terms") govern your use of the cullis.ai website (the "Site") and all consulting, expert witness, training, and continuing legal education services (collectively, the "Services") provided by Cullis AI, LLC, a Montana limited liability company with its principal place of business in Billings, Montana ("Cullis AI," "we," "us," or "our"). By accessing the Site, submitting an inquiry through the Site, or engaging Cullis AI for Services, you ("you" or "Client") agree to these Terms.

2. Not a Law Firm. No Attorney-Client Relationship.

Cullis AI is a consulting, educational, and expert services firm. Cullis AI is not a law firm. The Services do not constitute legal advice or legal representation. No attorney-client relationship is formed by your use of the Site, your communication with Cullis AI, or your engagement of the Services, unless and except as expressly set forth in a separately executed written engagement letter with a licensed attorney other than Cullis AI.

Jake Rebo holds a Juris Doctor degree but is not engaged in the practice of law through Cullis AI. Information shared with Cullis AI is not protected by the attorney-client privilege or the attorney work product doctrine. Clients should retain qualified legal counsel for any matter requiring legal advice.

3. Expert Witness Services Carve-Out

When Cullis AI is engaged by retaining counsel to serve as a testifying or consulting expert witness, communications between retaining counsel and Cullis AI may be protected from disclosure under the rules of the applicable jurisdiction (for example, under Fed. R. Civ. P. 26 protections for consulting experts or work-product doctrine protections for materials prepared in anticipation of litigation). Such protections, where they apply, are derivative of and dependent on the underlying attorney-client and attorney work-product privileges held by retaining counsel and its client. Cullis AI does not itself owe a duty of confidentiality to the underlying client of retaining counsel; that duty runs through retaining counsel. Expert witness engagements are governed by a separately executed expert witness engagement letter that supersedes these Terms to the extent of any conflict.

4. The Services

4.1 Consulting Engagements

Cullis AI offers AI governance consulting under a tiered engagement model (Tier 1 Compliance Foundation, Tier 2 Safe Implementation, and Tier 3 Strategic Transformation). The specific scope, deliverables, fees, payment schedule, and any not-to-exceed (NTE) limits for each engagement are set forth in a written Statement of Work ("SOW") executed by both parties. In the event of any conflict between these Terms and a fully executed SOW, the SOW governs.

4.2 Expert Witness Engagements

Expert witness engagements are governed by a separately executed expert witness engagement letter with retaining counsel. The engagement is phased and includes a built-in decision point at the conclusion of Phase 2 (outline presentation). Retaining counsel may terminate the engagement at the decision point upon payment of all fees and reimbursable expenses incurred through that point.

4.3 Continuing Legal Education

Cullis AI offers CLE programs as accredited under applicable state CLE rules. Registration, attendance, refund, and CLE credit certification policies are set forth at the time of registration and are incorporated by reference into these Terms.

5. Fees, Payment, and Expenses

All fees, hourly rates, retainers, and reimbursable expense provisions are set forth in the applicable SOW, expert witness engagement letter, or CLE registration confirmation. Cullis AI may require a retainer or advance deposit. Invoices are due net 30 days from issuance unless the governing agreement specifies otherwise. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Montana law.

6. Confidentiality & Mutual NDAs

Cullis AI customarily executes a mutual Non-Disclosure Agreement with prospective clients before any substantive discussion. Under such NDAs, both parties agree to protect each other's confidential information using reasonable care and not less than the care each uses to protect its own confidential information of like importance. The Cullis AI proprietary methodology, frameworks, templates, scoring rubrics, and analytical tools constitute Cullis AI confidential information and remain the property of Cullis AI.

7. Intellectual Property

The Site, the Services, and all related materials (including without limitation the Cullis AI methodology, the Mirror vs. Sponge framework, the Drafting Log templates, the RFP scoring rubrics, slide decks, training materials, and written reports) are owned by Cullis AI or its licensors and are protected by U.S. copyright, trademark, and trade secret laws. Upon full payment of all fees due under an engagement, Cullis AI grants Client a non-exclusive, non-transferable, perpetual license to use the deliverables produced specifically for Client in connection with Client's internal operations. Cullis AI retains all rights in its underlying methodology, templates, and frameworks.

8. Disclaimers & AI-Specific Notice

The Services and the Site are provided on an "AS IS" and "AS AVAILABLE" basis. To the maximum extent permitted by applicable law, Cullis AI disclaims all warranties, express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement. Without limiting the foregoing:

• The Services involve recommendations, frameworks, and educational content regarding rapidly evolving areas of law, technology, and regulation. Client is responsible for confirming the current state of the law and obtaining qualified legal counsel as appropriate.
• To the extent any Cullis AI deliverable is informed by, references, or incorporates output from generative AI or other machine learning systems, such output may contain errors, omissions, or inaccuracies. Cullis AI applies human-in-the-loop review consistent with the discipline Cullis AI recommends to its clients, but does not warrant that any deliverable is free from such errors.
• Cullis AI does not guarantee any specific business, legal, regulatory, or financial outcome.

9. Limitation of Liability

To the maximum extent permitted by applicable law, the aggregate liability of Cullis AI, its members, officers, employees, and agents to Client and any third party arising out of or relating to these Terms, the Site, or the Services, regardless of the legal theory (whether in contract, tort, strict liability, or otherwise), is limited to the total fees actually paid by Client to Cullis AI for the specific engagement giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the claim.

In no event will Cullis AI be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation lost profits, lost revenue, lost data, or loss of goodwill, even if Cullis AI has been advised of the possibility of such damages. The limitations in this Section 9 apply to the maximum extent permitted by applicable law and survive any termination of these Terms or any engagement.

10. Indemnification

Client agrees to indemnify, defend, and hold harmless Cullis AI, its members, officers, employees, and agents from and against any and all third-party claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) Client's breach of these Terms or any governing engagement agreement, (b) Client's negligence or willful misconduct, or (c) Client's use of the Services or Cullis AI deliverables in any manner inconsistent with their intended scope.

11. Governing Law, Dispute Resolution, and Venue

These Terms are governed by the laws of the State of Montana, without regard to its conflict-of-laws principles.

The parties agree to a tiered dispute resolution process:

1. Good-faith negotiation. Before initiating any formal proceeding, the parties shall first attempt to resolve any dispute through good-faith negotiation, including at least one written notice of the dispute and one in-person, telephone, or videoconference meeting between authorized representatives of each party.
2. Mandatory arbitration. If the dispute is not resolved within sixty (60) days of the initial written notice, the dispute shall be submitted to confidential, binding arbitration administered by a mutually agreed-upon arbitration provider (such as JAMS or the American Arbitration Association) under its commercial arbitration rules, with the arbitration to take place in Yellowstone County, Montana, before a single arbitrator.
3. Venue for any judicial proceeding. To the extent any matter requires or permits judicial resolution (including but not limited to confirmation or enforcement of an arbitration award, or claims for injunctive relief), the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Yellowstone County, Montana.

12. Site Use

You agree not to use the Site to (a) violate any applicable law, (b) infringe any third-party right, (c) transmit malware or other harmful code, (d) engage in unauthorized data collection or scraping, or (e) interfere with the normal operation of the Site. Cullis AI may suspend or terminate Site access for any user who violates this Section 12.

13. Third-Party Links & Content

The Site may contain links to third-party websites or resources. Cullis AI is not responsible for the content, accuracy, or availability of any third-party site or resource and the inclusion of any link does not imply endorsement.

14. Changes to These Terms

Cullis AI may update these Terms from time to time. The "Last updated" date at the top of this page reflects the most recent revision. Material changes will be brought to the attention of active Clients through the engagement channel. Continued use of the Site or the Services after a revision constitutes acceptance of the revised Terms.

15. Miscellaneous

Entire agreement. These Terms, together with any executed SOW, expert witness engagement letter, NDA, or registration confirmation, constitute the entire agreement between the parties regarding the subject matter, and supersede all prior or contemporaneous agreements on that subject matter.

Severability. If any provision of these Terms is held to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

No waiver. The failure of Cullis AI to enforce any provision of these Terms is not a waiver of its right to enforce that provision or any other provision in the future.

Assignment. Client may not assign these Terms or any engagement without the prior written consent of Cullis AI. Cullis AI may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

16. Contact

Questions about these Terms may be directed to:

Cullis AI, LLC
Billings, Montana
Email: jacobrebo@cullis.ai
Phone: (406) 529-5268