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Terms of Service

These Terms of Service (“Terms”) govern your use of consulting services provided by Noah Ratzan Consulting, LLC(“I,” “me,” or “my”), a Connecticut limited liability company. By submitting an application or booking a session, you (“you,” the “applicant,” or the “client”) agree to these Terms. If you do not agree, do not apply or book.

1. Nature of the Services

I offer 1:1 AI building sessions (60 minutes) focused on educational, exploratory, and collaborative work with AI-assisted development tools. Sessions are intended for researchers, professionals, and creative practitioners who want to learn by building alongside me in real time.

Sessions are not professional software engineering services, managed development, or a substitute for a qualified engineer, security consultant, attorney, accountant, physician, or other licensed professional. Code or artifacts produced in a session are prototypes and learning materials, not production-ready deliverables. You are the developer of record for anything you choose to deploy, publish, or operate after a session.

2. Application Process

Becoming a client is a multi-step process designed to confirm fit before any payment:

  • Application: you submit a short application describing your project, goals, and technical context.
  • Review: I review applications and respond within three (3) business days. Response may be an invitation to a free consultation, a decline, or a request for additional information.
  • Free consultation: if invited, you attend a free 30-minute video consultation so we can confirm scope fit, discuss expectations, and answer questions. Neither side is obligated to proceed to a paid engagement after the consultation.
  • Customer status: after a successful consultation, I may (at my discretion) promote you to customer status, which enables paid session booking. Promotion is not guaranteed; a decline at this stage is final for the then-current scope but does not prevent a future application on a different project.

Non-obligating: submitting an application, completing a consultation, or receiving an invitation does not create an obligation on either side to proceed to paid services. No fees are charged until you book and pay for a session through the customer booking flow.

Data retention for declined and dormant applicants: personal information submitted in declined, not-a-fit, or dormant applications is retained for up to twelve (12) months for anti-abuse, duplicate-detection, and reapplication-context purposes, then automatically scrubbed (personally identifying fields removed, anonymized summary retained for funnel analytics). You may request earlier deletion at any time by emailing noah@noahratzan.com; see the Privacy Policy for full details.

3. Scope Limitations — What Is Not Offered

I do not provide, and sessions are expressly not intended to produce, any of the following:

  • Production engineering, architecture, or infrastructure design
  • Security review, penetration testing, or threat modeling
  • Compliance advice or implementation for regulated domains including HIPAA, PCI-DSS, SOC 2, GDPR, CCPA, FERPA, GLBA, FedRAMP, or similar frameworks
  • Safety-critical systems (medical devices, aviation, automotive, industrial control, life-safety, or anything where failure can cause physical harm)
  • Financial, legal, tax, medical, or other licensed professional advice
  • Systems handling payments, protected health information, biometric data, children's data, or other sensitive categories without your own independent professional review
  • Long-term maintenance, on-call support, or incident response
  • Guaranteed outcomes, deadlines, or deliverables

If your project touches any of the above, you are responsible for retaining appropriate qualified professionals before relying on anything produced in a session.

4. “Vibe Coding” and AI-Generated Code

Sessions typically involve AI-assisted rapid prototyping (sometimes called “vibe coding”) using tools such as Claude, Cursor, VS Code, and similar systems. You understand and accept that:

  • AI tools can and do produce code that contains bugs, security vulnerabilities, hallucinated APIs, outdated dependencies, logic errors, license-incompatible snippets, and subtle defects that may not surface until runtime, at scale, or under adversarial input.
  • Neither I nor the AI tools used in a session guarantee correctness, security, performance, scalability, accessibility, or fitness for any particular use.
  • It is your responsibility, before deploying or operating any code, to independently review it, test it, have it audited by qualified professionals as appropriate, and decide whether it is safe and suitable for your intended use.
  • AI tools may, depending on their terms, use your inputs for training or logging. You are responsible for understanding the terms of any AI tool used during a session and for not sharing data you are not permitted to share.

5. Client Responsibilities

You are responsible for:

  • Maintaining your own backups of any code, data, credentials, or artifacts before and during the session
  • Providing only data, credentials, and materials that you have the legal right to share and that are appropriate for an educational setting (no production secrets, no regulated data, no third-party confidential information unless you have authority to share it)
  • Configuring and monitoring cost controls, rate limits, and spending caps on any third-party services (OpenAI, Anthropic, Google, AWS, Vercel, Supabase, etc.) you connect to or use during the session
  • Reviewing, testing, and accepting any code or configuration before committing, deploying, merging, or running it in any environment beyond the session
  • Obtaining any independent professional advice necessary for your use case before relying on session output

6. Third-Party Services and Costs

Sessions may involve you using or connecting to third-party services that charge fees based on usage, including but not limited to AI/LLM APIs, cloud hosting, databases, authentication providers, and developer platforms. You are solely responsible for all costs, fees, overages, and charges incurred on any account you own, authorize, or connect, whether incurred during the session or afterward as a result of anything created during the session.

I am not a party to your agreements with those third parties, have no control over their pricing, rate limits, or availability, and will not reimburse or offset any such charges.

7. Work Product and Data Risk

You accept the full risk of using any work product from a session, including:

  • Defects: bugs, security vulnerabilities, race conditions, data-loss paths, incorrect calculations, or broken edge cases
  • Data loss: deleted files, overwritten commits, corrupted databases, lost local changes, dropped tables, or failed migrations
  • Time loss: debugging, rework, or downtime resulting from issues in or introduced by session work
  • Cost overruns: unexpected charges from third-party services (see Section 6)
  • Downstream harm: any impact on your users, customers, employer, collaborators, or third parties from code or systems you deploy

You agree that the session is conducted in a learning environment with time pressure, that I cannot verify work product to production standards within that window, and that any deployment decision is yours alone.

8. Intellectual Property

Any code, documents, or work product produced during or as a direct result of a session belongs to you. I retain no ownership or license in your work product. I may, without identifying you or your materials, discuss general themes, patterns, or lessons from sessions for educational, marketing, or research purposes.

My teaching materials, methods, frameworks, worksheets, curriculum, and pedagogical approach remain my intellectual property. You receive a non-exclusive, non-transferable license to use them for your own learning and your own projects; you may not repackage, republish, resell, or train models on them without my written consent.

You are responsible for ensuring that any third-party code, libraries, or content incorporated into session work product is properly licensed for your intended use. AI tools may surface code that is subject to open-source or other licenses; reviewing and complying with those licenses is your responsibility.

9. No Warranty

SESSIONS AND ALL WORK PRODUCT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. I DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT. I DO NOT WARRANT THAT WORK PRODUCT WILL BE SECURE, ERROR-FREE, UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NOAH RATZAN CONSULTING, LLC, OR ITS OWNER, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, BUSINESS OPPORTUNITY, OR THIRD-PARTY SERVICE COSTS, ARISING FROM OR RELATING TO A SESSION OR ANY WORK PRODUCT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MY TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO A SESSION SHALL NOT EXCEED THE AMOUNT YOU ACTUALLY PAID FOR THAT SESSION.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages; in such jurisdictions, the above limitations apply to the maximum extent permitted by law.

11. Indemnification

You agree to indemnify, defend, and hold harmless Noah Ratzan Consulting, LLC, and its owner, from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

  • Your use, deployment, operation, or distribution of any session work product
  • Your breach of these Terms or of any third-party service terms you use in connection with a session
  • Any data, credentials, or materials you provide during a session
  • Any downstream harm to your users, customers, employees, or third parties resulting from work you deploy after a session

12. Payment

Payment is collected at time of booking through Stripe. All prices are in USD. Current session rates are displayed at the time of booking. By providing payment information, you authorize the charge for the booked session. Stripe's terms of service govern payment processing; I do not store your card details.

13. Cancellation and Refunds

Cancellation, rescheduling, and refund terms are described in the Refund Policy, which is incorporated into these Terms by reference. Please review it before booking.

14. Mutual Confidentiality

Each of us owes the other a duty of confidentiality for information disclosed during a session:

  • Your confidential information: any of your proprietary code, credentials, API keys, access tokens, unreleased product plans, customer lists, research data, or third-party information you are permitted to share but that is not already public, will be treated by me as confidential. I will not intentionally disclose it to third parties or use it for my own benefit outside of helping you during the session.
  • My confidential information: my teaching materials, methods, frameworks, unpublished curricula, pricing strategy, and any client examples I share in a session are confidential to me. You will not share them publicly, repackage them, resell them, or disclose them to competitors without my written consent.
  • Carve-outs:confidentiality does not apply to information that (a) is or becomes public through no fault of the receiving party; (b) was already known to the receiving party before disclosure; (c) is independently developed without reference to the disclosing party's information; or (d) must be disclosed by law, court order, or regulator, in which case the receiving party will give the other reasonable advance notice where permitted.

Tool limitations.Because sessions are conducted using third-party tools (video calls, AI services, shared editors), absolute confidentiality is not guaranteed. You should not share information that requires strict confidentiality without your own independent safeguards (your counsel's NDA review, data-handling procedures, etc.). I use commercially reasonable measures to protect information I control, but I cannot control third-party tool providers' policies.

Confidentiality obligations under this Section survive for three (3) years after the last session, except that information qualifying as a trade secret remains protected for as long as it legally qualifies as a trade secret.

15. Session Notes, Screenshots, and Recording

How sessions are documented. I document sessions through written notes and selective screenshots I take at meaningful technical or pedagogical moments during our call. Notes and screenshots are compiled and shared with you after the session as a post-session summary. I do not record sessions as audio or video; I do not run continuous screen-share or video capture.

Screenshots.Screenshots I take during a session may incidentally include content visible on your screen. Before saving or sharing, I crop to the smallest region needed for the educational point and redact any incidental personally-identifying information. If your screen shows content you don't want captured, tell me and I will skip the screenshot or pause.

Client-side recording.You may record your own session — your screen, your audio, your side of the call — for personal study reference. I expressly consent to you recording for this purpose, which covers my participation in the session. You are responsible for your own compliance with any applicable recording-consent or wiretap laws in your jurisdiction; multi-party consent requirements vary by state and country. Your recording is yours and subject to the mutual confidentiality obligations in Section 14: do not publish, redistribute, or share it externally without my written consent.

AI transcription and notetaking tools. Tools such as Otter.ai, Granola, Fireflies.ai, the Zoom AI Companion, Microsoft Copilot for Teams, and similar count as recording for purposes of the client-side recording permission above. Please tell me in advance if you plan to use one. Some institutional accounts attach these automatically; please disable or disclose them before our session. If you disclose one and I object, we will discuss before proceeding.

Session platform. Sessions are conducted on Google Meet by default. If you prefer to host on your own platform (your institutional Zoom, Microsoft Teams, Webex, etc.), let me know at least 24 hours in advance. I will join a platform I do not control only when we have agreed in advance; if your platform auto-records, that is something we need to discuss and agree on before the session, not after.

Notes and screenshot retention. I retain my session notes and screenshots for up to twelve (12) months from the session date for follow-up reference and dispute resolution, then delete them. You may request earlier deletion at any time by emailing noah@noahratzan.com.

16. Governing Law and Venue

These Terms are governed by the laws of the State of Connecticut, USA, without regard to its conflict-of-law provisions. Any dispute arising under these Terms shall be resolved exclusively in the state or federal courts located in Connecticut, and you consent to personal jurisdiction there.

17. Severability and Entire Agreement

If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect. These Terms, together with the Refund Policy and Privacy Policy, constitute the entire agreement between you and me regarding session services and supersede any prior understandings.

18. Changes to Terms

I may update these Terms from time to time. Changes take effect when posted at this URL. Continued use of my services after a change constitutes acceptance of the revised Terms. Material changes will be noted by updating the “Last updated” date below, and active customers will be notified by email at least 14 days before a material change takes effect.

19. Contact

Questions about these Terms? Email noah@noahratzan.com.

Last updated: May 7, 2026