Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY. THEY CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 16) THAT AFFECT YOUR LEGAL RIGHTS.

These Terms of Use (these “Terms”) are a binding agreement between you and Emergent Systems, LLC, a New York limited liability company doing business as The Chalfant Group, with a mailing address of PO Box 251, Delmar, NY 12054 (“Chalfant,” “we,” “us,” or “our”), governing your access to and use of this website, together with any content, tools, chat or AI-assisted features, applications, and online services we make available through it (collectively, the “Services”).

By accessing or using the Services, clicking to accept these Terms, or submitting information through the Services, you agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Services. If you use the Services on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to both you and the organization.

1. Relationship to Client Engagements

These Terms govern use of the public Services only. Consulting, advisory, implementation, and other professional services engagements are governed exclusively by a separately executed engagement agreement, master services agreement, statement of work, or similar written agreement (each, an “Engagement Agreement”). In the event of a conflict between these Terms and an Engagement Agreement, the Engagement Agreement controls with respect to its subject matter. Use of the Services does not create a consulting, fiduciary, or professional relationship between you and Chalfant.

2. Eligibility

The Services are intended for users who are at least 18 years old and are offered for business and professional purposes. By using the Services, you represent that you are at least 18, are not barred from using the Services under applicable law, and will comply with these Terms.

3. Changes to the Services and These Terms

We may modify, suspend, or discontinue any part of the Services at any time. We may revise these Terms from time to time. If we make material changes, we will provide notice by posting the updated Terms with a revised “Last Updated” date and, where the Services include registered accounts, by reasonable additional notice such as email or an in-Service message. Changes take effect upon posting or as otherwise stated, and material changes to Section 16 (Dispute Resolution) will apply only to claims arising after the effective date of the change. Your continued use of the Services after changes take effect constitutes acceptance. If you do not agree to the revised Terms, your sole remedy is to stop using the Services.

4. Accounts, Registration, and Future Self-Service Features

Certain features — including self-service software, client portals, subscriptions, or other tools we may offer in the future (“Platform Features”) — may require registration. If you create an account, you agree to provide accurate, current, and complete information; maintain the security and confidentiality of your credentials; notify us promptly of any unauthorized use; and accept responsibility for all activity under your account. We may suspend or terminate accounts as described in Section 14.

Platform Features may be subject to additional terms, order forms, subscription plans, usage limits, and fees presented at the time of purchase or activation (“Supplemental Terms”). Supplemental Terms are incorporated into these Terms and control over these Terms in the event of a conflict with respect to the applicable Platform Feature. Unless Supplemental Terms state otherwise: fees are stated in U.S. dollars and are exclusive of taxes; subscriptions renew automatically for successive terms at the then-current rate unless cancelled before renewal, with any renewal notices provided as required by applicable law (including New York General Obligations Law § 5-903 where applicable); and fees are non-refundable except as required by law.

5. Intellectual Property; Limited License to You

The Services and all content, software, text, graphics, designs, logos, trademarks, frameworks, methodologies, reports, and other materials made available through the Services (collectively, “Chalfant Content”) are owned by Chalfant or its licensors and are protected by intellectual property and other laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services and Chalfant Content for your internal business or personal informational purposes. No other rights are granted, and all rights not expressly granted are reserved. You may not remove or alter any proprietary notices.

6. Your Submissions

6.1 Definition

“Submissions” means information, questions, messages, documents, data, and other content you provide through the Services, including through forms, email links, chat, and AI-assisted features. Submissions do not include client data provided under an Engagement Agreement, which is governed by that agreement.

6.2 License

You retain ownership of your Submissions. You grant Chalfant a non-exclusive, worldwide, royalty-free, sublicensable (to our service providers) license to host, store, reproduce, process, analyze, and use Submissions to: (a) operate, provide, secure, and support the Services; (b) respond to you and administer our relationship; (c) comply with law; and (d) in aggregated or de-identified form that does not identify you or any person, improve and develop our services and offerings. We will handle personal information contained in Submissions in accordance with our Privacy Policy.

6.3 Responsibility; No Confidentiality

You represent that you have the rights necessary to provide your Submissions and that they do not violate law or third-party rights. Unless and until an Engagement Agreement or written non-disclosure agreement is in place, Submissions are not confidential, and you should not submit trade secrets or sensitive information through the public Services. Unsolicited ideas, proposals, or suggestions may be used by us without obligation or compensation.

7. Acceptable Use

You agree not to, and not to permit or assist others to:

• use the Services in violation of applicable law or these Terms, or for any fraudulent, deceptive, or harmful purpose;
• access or attempt to access non-public areas of the Services, other users’ accounts, or our systems, or probe, scan, or test the vulnerability of any system without authorization;
• interfere with or disrupt the Services, including by transmitting malware, launching denial-of-service attacks, or imposing an unreasonable load on our infrastructure;
• scrape, harvest, crawl, or extract data from the Services by automated means, or use Chalfant Content or Service outputs to train, fine-tune, or improve any machine learning or artificial intelligence model or competing product or service, in each case without our prior written consent (reasonable search-engine indexing of public pages is permitted);
• reverse engineer, decompile, or disassemble any software comprising the Services except to the extent such restriction is prohibited by law;
• impersonate any person or entity, misrepresent your affiliation, or submit content that is unlawful, infringing, defamatory, or harassing; or
• resell, sublicense, or make the Services available to third parties except as expressly permitted.

We may investigate suspected violations and take any action we deem appropriate, including removing content, suspending access, and reporting to law enforcement.

8. AI-Assisted Features and Outputs

The Services may include chat, assistant, or other AI-assisted features that generate automated responses (“Outputs”). Outputs are generated by statistical methods, may be inaccurate, incomplete, or outdated, and may not reflect Chalfant’s views. Outputs are provided for general informational purposes only; you are responsible for evaluating them before relying on them, and you should not treat Outputs as professional advice of any kind. Automated features that are not staffed by a human will be identified as automated. We may review, retain, and use feature inputs and Outputs as described in Section 6 and our Privacy Policy.

AI-assisted features are currently powered by third-party model providers acting as our service providers under commercial agreements — presently the Anthropic API provided by Anthropic, PBC. Under our commercial API arrangement, the provider is prohibited from using inputs and Outputs to train its models, and the provider’s retention of inputs and Outputs on its systems is limited under its commercial data retention policies, subject to trust-and-safety and legal-compliance exceptions, as described in our Privacy Policy. Chalfant’s own retention of inputs and Outputs is governed by our Privacy Policy and is separate from provider retention. We may change providers, provided any successor is engaged under terms materially no less protective with respect to model training.

9. No Professional Advice

The Services and all Chalfant Content and Outputs are provided for general informational purposes only and do not constitute legal, tax, accounting, financial, investment, or other professional advice, and do not create any professional or advisory relationship. Business outcomes depend on factors outside our control, and any case studies, examples, or results described on the Site are illustrative and not a guarantee of similar results. You should obtain advice from qualified professionals regarding your specific circumstances before making decisions.

10. Third-Party Services and Links

The Services may reference or link to third-party websites, tools, and services (including scheduling, payment, social media, and AI providers). We do not control and are not responsible for third-party services, and links do not imply endorsement. Your use of third-party services is at your own risk and subject to their terms and privacy policies.

11. Copyright Complaints (DMCA)

We respect intellectual property rights. If you believe content on the Services infringes your copyright, send a notice compliant with 17 U.S.C. § 512(c)(3) — including identification of the work and the allegedly infringing material, your contact information, a good-faith statement, a statement of accuracy under penalty of perjury, and your physical or electronic signature — to our designated agent: Emergent Systems, LLC, Attn: DMCA Agent, PO Box 251, Delmar, NY 12054. We may remove content and terminate repeat infringers.

12. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, CHALFANT CONTENT, AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF HARMFUL COMPONENTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) IN NO EVENT WILL CHALFANT OR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) CHALFANT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (i) THE AMOUNTS YOU PAID TO CHALFANT FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT AND (ii) ONE HUNDRED U.S. DOLLARS (US $100).

THE FOREGOING LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, AND NOTHING IN THESE TERMS LIMITS ANY NON-WAIVABLE STATUTORY RIGHTS YOU MAY HAVE, INCLUDING UNDER CALIFORNIA CIVIL CODE § 1542 WHERE APPLICABLE. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN.

14. Term; Suspension; Termination

These Terms apply for as long as you use the Services. We may suspend or terminate your access to all or part of the Services at any time, with or without notice, including for violation of these Terms, suspected fraud or abuse, legal risk, or discontinuation of the Services. You may stop using the Services at any time, and if you hold an account you may close it by contacting us. Upon termination, your license under Section 5 ends. Sections 1, 5, 6, 9, and 11 through 18 survive termination.

15. Indemnification

To the extent permitted by law, you agree to defend, indemnify, and hold harmless Chalfant and its members, managers, officers, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your Submissions; (b) your use or misuse of the Services; (c) your violation of these Terms or applicable law; or (d) your violation of any third-party right. We reserve the right, at your expense, to assume the exclusive defense of any matter subject to indemnification, in which case you agree to cooperate with our defense.

16. Dispute Resolution; Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES ARBITRATION OF DISPUTES ON AN INDIVIDUAL BASIS AND WAIVES JURY TRIALS AND CLASS ACTIONS.

16.1 Informal Resolution First

Before initiating arbitration or any proceeding, each party agrees to first send the other a written notice of dispute describing the claim and requested relief (to us: Emergent Systems, LLC, Attn: Legal – Notice of Dispute, PO Box 251, Delmar, NY 12054; to you: your email or postal address on file) and to negotiate in good faith for 60 days. A party may initiate arbitration only after this period. This requirement is a condition precedent, and any applicable limitations period is tolled during the 60-day period.

16.2 Agreement to Arbitrate

Except as set out in Section 16.5, any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including their formation, validity, or termination, will be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules or Commercial Arbitration Rules, as applicable. The Federal Arbitration Act governs this Section. The arbitration will be conducted by a single arbitrator in Albany County, New York, or, at your election for consumer disputes, in your county of residence or remotely by videoconference. The arbitrator has exclusive authority to resolve disputes about the interpretation, applicability, or enforceability of this arbitration agreement, except that a court will decide any dispute about the enforceability of the class action waiver. Judgment on the award may be entered in any court of competent jurisdiction.

16.3 Class Action and Jury Waiver

EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY REPRESENTATIVE PROCEEDING. IF THIS WAIVER IS FOUND UNENFORCEABLE AS TO A PARTICULAR CLAIM, THAT CLAIM (AND ONLY THAT CLAIM) WILL PROCEED IN COURT UNDER SECTION 17.

16.4 Coordinated Filings

If 25 or more demands for arbitration are filed presenting similar claims and represented by the same or coordinated counsel, the parties agree to a staged process: the AAA will administer 10 bellwether arbitrations selected equally by the parties, filing and arbitrator fees will be due only for the bellwether cases while remaining demands are held in abeyance, and after the bellwethers conclude the parties will engage in a 90-day global mediation before further arbitrations proceed in additional batches of 25. Any applicable limitations periods are tolled for demands held in abeyance. A court may enforce this subsection by enjoining mass filings that do not comply.

16.5 Exceptions

Either party may (a) bring an individual claim in small claims court; and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property rights or prevent unauthorized access to or abuse of the Services, pending arbitration of the underlying merits.

16.6 Fees

Payment of AAA filing, administration, and arbitrator fees will be governed by the applicable AAA rules. For consumer disputes, we will not seek to recover our attorneys’ fees and costs from you in arbitration unless the arbitrator finds your claim frivolous or brought in bad faith.

16.7 Thirty-Day Opt-Out

You may opt out of this arbitration agreement and class action waiver by sending written notice within 30 days of first accepting these Terms to: Emergent Systems, LLC, Attn: Arbitration Opt-Out, PO Box 251, Delmar, NY 12054, stating your name, contact information, and intent to opt out. Opting out will not affect any other provision of these Terms.

17. Governing Law and Venue

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of New York, without regard to conflict-of-laws principles, except that the Federal Arbitration Act governs Section 16, and except that if you are a consumer resident in a jurisdiction whose law grants you non-waivable protections, you retain the benefit of those protections. For any claim not subject to arbitration, the state and federal courts located in Albany County, New York will have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum.

18. General Provisions

• Entire agreement. These Terms, together with the Privacy Policy and any Supplemental Terms, are the entire agreement between you and Chalfant regarding the Services and supersede prior understandings regarding the Services (excluding any Engagement Agreement).
• Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder will remain in effect.
• No waiver. A failure to enforce any provision is not a waiver of the right to enforce it later.
• Assignment. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, reorganization, or sale of assets.
• Force majeure. We are not liable for delays or failures caused by events beyond our reasonable control.
• Electronic communications. You consent to receive notices and communications from us electronically, and agree that electronic notices satisfy any legal requirement that communications be in writing.
• Export and sanctions. You represent that you are not located in, or ordinarily resident in, any jurisdiction subject to comprehensive U.S. sanctions and are not on any U.S. government restricted-party list.
• Headings. Headings are for convenience only and do not affect interpretation.

19. Contact

Emergent Systems, LLC
d/b/a The Chalfant Group
PO Box 251
Delmar, NY 12054