Terms and Conditions

Terms & Conditions

TERMS AND CONDITIONS — BLUE TUSK LLC CONSULTING SERVICES AGREEMENT

LAST UPDATED: June 11, 2026

YOU HAVE BEEN DIRECTED TO THIS PAGE TO ACCEPT THE FOLLOWING TERMS AND CONDITIONS IN RELATION TO A PRODUCT OR SERVICE AGREEMENT THAT YOU ARE COMPLETING WITH BLUE TUSK LLC. REVIEW THE TERMS OF THE CONTRACT THOROUGHLY.

These terms and conditions are related to the service agreement contract for consulting services provided by Blue Tusk LLC. They are referenced and incorporated as a required step in an online digital form that requires an authorized digital signature, and are incorporated into the following online digital form: form at [Link].

Throughout this contract, "BLUE TUSK" means Blue Tusk LLC, including its employees, agents, and contractors performing the Services, and "CLIENT" means the person completing the form or the company on behalf of which the form is being completed. Blue Tusk is the sole contracting and performing entity under this agreement; any personnel Blue Tusk assigns perform as agents of Blue Tusk and create no separate party to this contract.

WHEREAS, the parties desire to enter into an agreement for the furnishing of certain services known as business consulting by Blue Tusk to CLIENT.

NOW THEREFORE, in consideration of the premises, the parties agree as follows:

DEFINITIONS

The Framework. "The Framework" means Blue Tusk's proprietary methodologies for workflow analysis, automation, and operational improvement, together with all associated frameworks, diagnostics, terminology, processes, scripts, templates, and proprietary materials owned or licensed by Blue Tusk.
Introductory Deliverable. "Introductory Deliverable" means any complimentary preliminary assessment, plan, audit, or roadmap prepared by Blue Tusk for CLIENT at no charge, including without limitation a Workflow Waste Audit or an AI and Automation Roadmap, together with any review or walkthrough of that deliverable. Blue Tusk may offer different Introductory Deliverables from time to time; each is governed by this agreement.
Order Form. "Order Form" means an order adopting one or more elements of fee-based Services under this master agreement, effected through the email exchange described in the section entitled "Orders and Conversion to Fee-Based Services" and retained as an addendum to and incorporated into these Terms and Conditions.

ENGAGEMENT STRUCTURE AND PROMOTIONAL TERMS

This agreement is structured as a no-fee master agreement under which CLIENT receives the following promotional items at no charge, with fee-based Services arising only as CLIENT elects to engage them. The promotional nature of these items does not reduce the binding effect of any other term of this agreement.

Complimentary Discovery Call. Blue Tusk offers an initial discovery call at no charge and without obligation. The discovery call precedes execution of this agreement and is provided as an introductory consultation.
No-Fee Master Agreement. Following the discovery call, CLIENT may execute this agreement at no fee. Execution of this agreement is a precondition to CLIENT's receipt of any Introductory Deliverable and all other items described in this section. No fee is owed by reason of executing this agreement itself.
Free Introductory Deliverable and Review. Upon execution of this agreement, Blue Tusk will prepare and deliver to CLIENT the then-current Introductory Deliverable together with one review session, at no charge. The Introductory Deliverable and review are provided subject to the section entitled "Intellectual Property and Ownership."
Fee-Based Services Arise by Element. The Introductory Deliverable identifies discrete elements of work. No fee-based Service is owed until CLIENT elects to have Blue Tusk execute a specific element. CLIENT's election to have Blue Tusk handle any element triggers fee-based Services for that element, papered as set forth in the section entitled "Orders and Conversion to Fee-Based Services."

SERVICES

CLIENT engages Blue Tusk as an independent contractor to perform consulting services (the "Services") for CLIENT and its clients as are mutually agreed upon by Blue Tusk and CLIENT, or others whom CLIENT may designate, at mutually convenient times and described in the applicable Order Form. Blue Tusk agrees to perform the Services to the general satisfaction of CLIENT, in a workmanlike manner, in accordance with industry standards, and in compliance with all applicable laws. To the extent required by CLIENT, the Services shall be performed in association with and, as to the result but not the method or manner of performance, subject to the direction of CLIENT or others whom CLIENT may designate.

PERIOD OF PERFORMANCE AND SCHEDULE

This agreement takes effect on execution by CLIENT and continues as a master agreement until terminated by CLIENT or Blue Tusk. The no-fee items described above remain available during the term as stated. The term and schedule of any fee-based Service are defined by the applicable Order Form.
To the extent a schedule for performance is set forth in an Order Form by CLIENT or its client, time is of the essence with respect to Blue Tusk's performance of that element.

ORDERS AND CONVERSION TO FEE-BASED SERVICES

When CLIENT elects to have Blue Tusk execute an element of an Introductory Deliverable or any other element of Services, that election is effected through an email exchange retained as an addendum to this master agreement. Upon request, Blue Tusk will send CLIENT a fee-based service email describing the element(s) of Services to be performed and the corresponding pricing and scope. CLIENT reviews the fee-based service email and approves it by response email.
The fee-based service email from Blue Tusk and CLIENT's approving response email are together retained as an addendum to, and incorporated into, this master agreement, and together constitute the Order Form for the adopted element(s). CLIENT's approving response email constitutes CLIENT's written approval for all purposes under this agreement.
Multiple Order Forms may be approved over time under this single master agreement, each by its own email exchange. Adopting one element does not obligate CLIENT to adopt any other. No fee-based Service is performed and no fee is owed absent CLIENT's approving response email for that Service. No oral or implied arrangement converts a no-fee item into a fee-based Service; conversion occurs only by CLIENT's approving response email as described above.

PRICE AND PAYMENT

For satisfactory performance of fee-based Services, Blue Tusk shall be paid at the rate described in the applicable Order Form. No fee is owed for the no-fee items described in "Engagement Structure and Promotional Terms."
Unless otherwise stated in the applicable Order Form, Blue Tusk will invoice CLIENT for fee-based Services, and payment is due within fifteen (15) days of the invoice date. Invoices not paid when due accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Blue Tusk may suspend performance of Services while any invoice remains past due.
Blue Tusk will make available to CLIENT the means and process necessary to request progress reports at CLIENT's initiative.
All taxes of every nature and kind, including, without limitation, franchise, net or gross income, license, occupation, or property taxes, shall be the responsibility of Blue Tusk, and CLIENT shall have no obligation to Blue Tusk therefor. Blue Tusk shall report and pay, as an independent contractor, all taxes applicable to amounts received from CLIENT hereunder.
Blue Tusk shall keep a record of Services performed on behalf of CLIENT. CLIENT shall have the right to examine and approve this record upon request. Blue Tusk shall preserve these records for two years from the date of payment of the last invoice hereunder. CLIENT shall have the right to recover from Blue Tusk any overbilling.
In the event pricing for an element has been determined on a subscription or retainer basis, payment of monthly invoices is not subject to dispute on the grounds of the amount of work or Services performed in the monthly subscription period.

NO REFUND OF FEES PAID FOR SERVICE

The Services provided by Blue Tusk are services with an ongoing, indefinite, and perpetual value to CLIENT; therefore, refund of fees previously paid for Services under this agreement is not permitted. Where CLIENT feels that a refund is justified, CLIENT may still submit a request for refund in writing by email to the notice email provided in this agreement. The request should include a specific amount requested and a detailed explanation of CLIENT's perceived grounds justifying approval of the refund request. After receiving the request, Blue Tusk will send a request to schedule an in-person conference, to be held at Blue Tusk's principal place of business or another location designated by Blue Tusk, to review and approve or deny the request. Requesting a refund in any other manner, or failing to schedule or attend the in-person review, is an immediate breach of this agreement and is governed by the terms of this agreement related to breach of agreement.

INTELLECTUAL PROPERTY AND OWNERSHIP

Ownership. The Framework and each Introductory Deliverable, including all frameworks, diagnostics, terminology, processes, scripts, templates, and methodologies embodied in them, are and remain the sole and exclusive property of Blue Tusk. Nothing in this agreement, and no delivery of any no-fee or fee-based item, transfers ownership of The Framework or any Introductory Deliverable to CLIENT.
Limited License. Blue Tusk grants CLIENT a limited, non-exclusive, non-transferable, royalty-free license to use the Introductory Deliverable solely for CLIENT's own internal business purposes. This license survives whether or not CLIENT elects to engage fee-based Services.
Restrictions. CLIENT shall not disclose, share, publish, distribute, license, sell, or otherwise make available the Introductory Deliverable or any part of The Framework to any third party, including without limitation any other consultant, advisor, or service provider, nor use the Introductory Deliverable or The Framework to enable, instruct, or direct any third party to perform work in place of Blue Tusk. These restrictions survive termination of this agreement and apply regardless of whether CLIENT elects to engage fee-based Services.
Work Product. Deliverables prepared specifically for CLIENT under a paid Order Form are licensed to CLIENT for internal use; the underlying Framework, tooling, and methodology embodied in those deliverables remain the property of Blue Tusk under subsection (1).

ASSIGNMENT AND USE OF PERSONNEL

Blue Tusk may have its own employees, agents, or contractors provide any portion of the Services as agents of Blue Tusk; CLIENT consents to such use in fulfillment of the Services. Blue Tusk may not assign this agreement or subcontract the Services to a party outside Blue Tusk without the prior written consent of CLIENT. CLIENT may not assign this agreement without the written consent of Blue Tusk.

TERMINATION

CLIENT or Blue Tusk may, for any reason or for its convenience, terminate performance hereunder, in whole or in part, upon fifteen (15) days written notice by either party of the desire to terminate and indication that the final determination to terminate will be handled through the process described in the section entitled "Dispute Resolution."
In the event of such termination, the payment due to Blue Tusk shall be that provided for in the applicable Order Form(s) up to and including the effective date of termination and not previously paid, and this shall constitute CLIENT's only payment obligation by reason of such termination.
In the event of a partial termination, Blue Tusk shall provide a revised Order Form retaining the specific elements of performance that CLIENT has indicated in writing it wishes to retain.

REPRESENTATIONS

Blue Tusk represents, warrants, and covenants that Blue Tusk (A) is not restricted in any way, by agreement or otherwise, from entering into this agreement and performing the Services; (B) will not, by entering into this agreement or providing the Services, breach any agreement or obligation to keep in confidence, or to refrain from using, the confidential, proprietary, or trade-secret information of a former employer, another client, or any other person, and will not use any such information in connection with the Services; (C) will perform Services that constitute the original work of Blue Tusk and will not infringe any copyright, trade secret, contract, or other intellectual property, proprietary, or personal right of any person, and will be free of any liens, encumbrances, or other claims; and (D) has not and will not enter into any agreement or assume any obligation inconsistent with its obligations under this agreement.

CONFIDENTIALITY OF INFORMATION

Blue Tusk recognizes that, where CLIENT is completing this form on behalf of a business, CLIENT has, owns, or licenses, and during the term will have, own, or license, confidential information, proprietary information, intellectual property, and trade secrets (collectively "Confidential Information"), including but not limited to client lists and contact information; employee lists, contact and personnel information; descriptions of services provided to clients; financial and operating data, reports, and information; procedural and personnel manuals; referral sources and marketing methods, strategies, and plans; client billing and payment information; computer program source codes, time-recording and billing software; software purchased and licensed by third parties to CLIENT; information-systems operating methodologies and network design; spreadsheets and forms created for CLIENT's use; identification of and agreements with vendors, licensors, or other persons not generally known to the public; and summaries, reports, and analyses produced for CLIENT that contain or reflect such information. Confidential Information does not include publicly known information, or information, expertise, knowledge, or training known or received by CLIENT prior to the provision of Services.
Blue Tusk shall use best efforts to prevent the disclosure and the unauthorized reproduction, destruction, or use of the Confidential Information, which efforts shall be no less than those Blue Tusk uses to protect its own confidential information.
The restrictions above shall apply, notwithstanding the expiration or termination of this agreement, until (1) Blue Tusk can establish that such information is known to the general public through no act or omission of Blue Tusk; (2) with respect to a client or customer of CLIENT, Blue Tusk is separately supplied with such information by that client or customer; or (3) disclosure is compelled by court order, proper law-enforcement request, or applicable ethical obligation. If reasonably possible, Blue Tusk shall provide CLIENT notice prior to making any disclosure under the foregoing exceptions.
Notwithstanding the foregoing, the parties will abide by all instructions of a client of CLIENT with respect to that client's proprietary or confidential information, to the extent not inconsistent with any professional obligation established by rule, statute, or licensing requirement.
Mutual Protection of Blue Tusk Confidential Information. CLIENT acknowledges that The Framework, each Introductory Deliverable, and Blue Tusk's frameworks, diagnostics, terminology, and methodologies are the Confidential Information and trade secrets of Blue Tusk. CLIENT shall protect such information on the same terms set forth above, shall not disclose or reproduce it except as permitted by the section entitled "Intellectual Property and Ownership," and these obligations survive termination of this agreement.

EMPLOYEE AND CLIENT RELATIONSHIPS

Blue Tusk acknowledges that CLIENT's relationships with its clients, partners, employees, and contractors are valuable business assets of CLIENT. Blue Tusk agrees that, during the period of the Services and for one year thereafter, Blue Tusk, including its employees, agents, or other personnel, shall not, directly or indirectly, divert or attempt to divert from CLIENT any such client, partner, employee, or contractor, through solicitation or otherwise. This provision applies only to clients, partners, employees, or contractors with whom Blue Tusk had contact by virtue of providing the Services or this agreement. Should Blue Tusk desire to engage in the prohibited activity after the one-year restriction, the parties agree that Blue Tusk will be obligated to seek written consent from CLIENT, and that Blue Tusk's failure to do so could result in CLIENT's claim for damages arising from activity that deviates from this agreement.

RETURN OF PROPERTY

On termination of the Services, or at any other time at CLIENT's request, Blue Tusk shall deliver immediately to CLIENT all tangible property belonging to CLIENT and all tangible material containing or constituting Confidential Information, including any copies, whether prepared by Blue Tusk or others, except that Blue Tusk may retain documentation required to properly document work performed as required by any licensing or professional authority.

TERMINATION OF ACCESS POINTS

Upon termination of Services, it is the responsibility of CLIENT to cause any points of access provided to Blue Tusk to be removed, changed, or updated to restrict Blue Tusk from ongoing access. Blue Tusk has no obligation to aid or assist CLIENT in removing, changing, or updating points of access other than where Blue Tusk, and not CLIENT, possesses the information necessary to do so. For purposes of this clause, "points of access" means usernames, passwords, and other login information related to online accounts, cloud-storage accounts, sharing of cloud-based information, social-media platforms, or online platforms or accounts in any form other than tangible material.

COMPLIANCE WITH LAWS

Blue Tusk shall, at its own expense, comply with all laws, rules, and regulations, and assume all liabilities or obligations imposed by such laws, rules, and regulations, with respect to Blue Tusk's performance hereunder.

INDEMNITY

To the extent not precluded by law, Blue Tusk shall indemnify and hold harmless CLIENT and its partners, agents, representatives, and employees from and against any and all liability, damages, losses, claims, demands, judgments, costs, and expenses of every nature and kind, by reason of injury to or death of any person or damage to or destruction of property, arising out of, incidental to, or in any way resulting from the acts or omissions, whether negligent or otherwise, of Blue Tusk and its employees, subcontractors, or agents in performance under this agreement. Blue Tusk shall not be responsible for any such losses caused by the sole or concurrent negligence or willful misconduct of CLIENT, its partners, agents, representatives, or employees. In the event a claim is filed against CLIENT for which Blue Tusk is responsible under this provision, CLIENT will promptly notify Blue Tusk of such claim.

To the extent not precluded by law, CLIENT shall indemnify and hold harmless Blue Tusk and its partners, agents, representatives, and employees from and against any and all liability, damages, losses, claims, demands, judgments, costs, and expenses of every nature and kind, by reason of injury to or death of any person or damage to or destruction of property, arising out of, incidental to, or in any way resulting from the acts or omissions, whether negligent or otherwise, of CLIENT and its employees, subcontractors, or agents in performance under this agreement. CLIENT shall not be responsible for any such losses caused by the sole or concurrent negligence or willful misconduct of Blue Tusk, its partners, agents, representatives, or employees. In the event a claim is filed against Blue Tusk for which CLIENT is responsible under this provision, Blue Tusk will promptly notify CLIENT of such claim.

INDEPENDENT CONTRACTOR STATUS

Blue Tusk shall at all times be deemed to be performing as an independent contractor and not as an agent or employee of CLIENT. The acts and omissions of each party's respective employees, agents, and contractors shall be deemed those of such party only and not of the other party. This agreement shall not be deemed to create any partnership, joint venture, agency, or similar relationship between CLIENT and Blue Tusk. The parties agree and acknowledge that no fiduciary relationship or obligation results from the provision of Services under this agreement. Each party shall be solely responsible for the compensation of its own employees, agents, and contractors performing in connection with this agreement. Neither party shall be responsible for payment of workers' compensation, disability benefits, unemployment insurance, or any other employee benefit, including pension, 401(k), medical, dental, and life insurance, paid time off, and holidays, or for withholding income taxes and social security for any employee, agent, or contractor of the other party. If, contrary to the intent of the parties, it is determined that an employment relationship exists between Blue Tusk, including its employees, agents, and contractors, and CLIENT, Blue Tusk, for itself and on behalf of any and all individuals and entities under its direct or indirect control, hereby irrevocably waives the right to participate in and earn or become entitled to any and all employee benefits of CLIENT with respect to the performance of the Services hereunder.

DISPUTE RESOLUTION

Both CLIENT and Blue Tusk specifically agree that litigation as a means of dispute resolution would cause unnecessary expense and delay. As such, both CLIENT and Blue Tusk waive the right to file suit as a means of resolving any dispute related to this service agreement. Any dispute arising out of or related to this consulting agreement, including but not limited to any breach, shall be resolved in accordance with the following procedure:

Written Notice. Either party shall give written notice to the other of the dispute, including a brief description and a request for resolution. Within 30 days of receipt of the notice, the parties shall meet in good faith to attempt to resolve the dispute.
Mediation. If the dispute is not resolved within 30 days of the written notice, the parties shall attempt to resolve it through mediation before a qualified mediator selected by Blue Tusk. CLIENT and Blue Tusk will equally split the fee charged by the mediator for the mediation process. Both parties agree to provide timely responses to the mediator to facilitate the timeliest resolution possible.
Binding Arbitration. If the dispute is not resolved through mediation, the parties shall submit it to binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration shall take place in New York, New York, unless the parties agree otherwise. The decision of the arbitrator shall be final and binding, and judgment on the award may be entered in any court having jurisdiction. The prevailing party shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with the arbitration. This dispute-resolution clause shall survive the termination or expiration of this agreement. The parties acknowledge that this clause constitutes a material term, and that failure to comply with it shall constitute a material and automatic breach of this agreement.

NON-DISPARAGEMENT

CLIENT agrees not to make any disparaging remarks, comments, or statements, whether written or oral, to any third party, regarding Blue Tusk, the results achieved, or the Services rendered under this agreement. This obligation shall survive the termination or expiration of this agreement for a period of 12 months. Blue Tusk agrees to use reasonable efforts to prevent any disparaging remarks, comments, or statements by its employees, agents, or representatives about CLIENT.

The parties agree that any breach of this clause shall constitute a material breach of this agreement, and that the non-breaching party shall be entitled to injunctive relief and damages, including reasonable attorneys' fees and costs, as a result of such breach. This clause does not prohibit either party from providing truthful and accurate information in response to a subpoena, court order, or other legal process. It does not prevent either party from making remarks of any nature to a party with which it has a contractual and confidential relationship, including but not limited to attorneys, accountants, or other professionals who rely on complete information to provide the services for which they have been retained.

The parties acknowledge that this non-disparagement clause is a material term, that any failure to comply may cause irreparable harm for which there is no adequate remedy at law, and therefore that the non-breaching party shall be entitled to seek injunctive relief and other equitable remedies in the event of any breach. The parties further agree that this clause is reasonable and necessary to protect the goodwill and reputation of both parties, and is not intended to prevent either party from providing honest and constructive feedback in a professional manner.

ACTION UPON BREACH OF AGREEMENT

Where either Blue Tusk or CLIENT breaches this agreement, the non-breaching party will notify the breaching party of the breach in writing by email to the email address provided in this agreement. The non-breaching party has 30 days from the date of actual notice of breach to notify the breaching party. After notice of breach, the party in alleged breach will schedule an in-person review with the notifying party, to be held at Blue Tusk's principal place of business or another location designated by Blue Tusk. At the time of the in-person review, a decision will be made to accept a mutually agreeable resolution of the breach or to avail the Dispute Resolution section of this agreement.

APPLICABLE LAW

This agreement shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by, the laws of the State of New York.

CHOICE OF LAW AND VENUE

This agreement shall be deemed to have been made in the State of New York, and the validity of this agreement, its construction, interpretation, and enforcement, and the rights of the parties hereunder shall be governed accordingly. The parties agree that all actions or proceedings arising in connection with this agreement, to the extent any judicial proceeding is permitted under this agreement, shall be tried and litigated in the state and federal courts located in New York County, New York. CLIENT waives any right it may have to assert the doctrine of forum non conveniens or to object to such venue and hereby consents to any court-ordered relief.

ENTIRE AGREEMENT

Except as herein expressly provided, this agreement, together with all Order Forms approved hereunder and the email exchanges retained as addendums, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all previous negotiations, commitments, understandings, and agreements.

NOTICES

All notices or requests required to be given under this agreement, and all other communications related to this agreement, shall be in writing and shall be deemed duly given if personally delivered, sent by overnight courier, or mailed first class by registered or certified mail, return receipt requested, addressed as follows, and shall be effective when received. Notice by email to Blue Tusk LLC: jcsaponara@bluetuskllc.com Notice by regular mail to Blue Tusk LLC:
Blue Tusk LLC
9 Webb Hill Rd.
Great Neck, NY 11020 Notices by email or mail to CLIENT are to the addresses provided in the form on which these Terms and Conditions are referenced.
Either party may change such address, designation, or title of the individuals by written notice issued and delivered as above.

MODIFICATIONS

Except as expressly provided herein, no modification to this agreement shall be valid unless made in writing and signed by a duly authorized representative of each of CLIENT and Blue Tusk. Neither acquiescence in any performance at variance with the provisions of this agreement, nor the failure to exercise any right or enforce any obligation hereunder, shall be deemed a modification of this agreement. Approval of an Order Form, through the email exchange described in the section entitled "Orders and Conversion to Fee-Based Services," is the mechanism by which CLIENT adopts fee-based Services and does not otherwise modify these Terms and Conditions; CLIENT's approving response email satisfies the writing requirement of this section as to that Order Form.

SOLE RESPONSIBILITY OF CLIENT

CLIENT AND ITS AGENTS, EMPLOYEES, AND REPRESENTATIVES UNDERSTAND AND HAVE HAD THE OPPORTUNITY TO REVIEW THIS CONSULTING SERVICES AGREEMENT AND UNDERSTAND THAT CLIENT, THROUGH ITS AGENTS, EMPLOYEES, AND REPRESENTATIVES, RETAINS THE SOLE ABILITY TO AUTHORIZE, IMPLEMENT, AND USE THE RECOMMENDATIONS OF BLUE TUSK. IT IS FURTHER UNDERSTOOD THAT BLUE TUSK DOES NOT OFFER LEGAL ADVICE AND THAT ANY RECOMMENDATIONS SHOULD BE REVIEWED BY CLIENT'S OWN LEGAL COUNSEL. CLIENT UNDERSTANDS THAT ENTERING THIS AGREEMENT IS NOT CONTINGENT UPON ITS ELECTION TO HAVE ANY INFORMATION, ADVICE, OR RECOMMENDATIONS PROVIDED BY BLUE TUSK REVIEWED BY AN ATTORNEY.